UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
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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
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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For the transition period from __________ to __________
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 _________
Commission file number: 000-30324
(Exact name of registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Financial Officer
Tel. +
(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:
| Title of each class | Trading Symbol |
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
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
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
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.
☒ Yes ☐ No
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).
☒ Yes ☐ No
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 the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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. ☐
Indicate by check mark whether the registrant has filed a report on and 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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☐
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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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INTRODUCTION
Unless the context otherwise
requires, all references in this Annual Report on Form 20-F (this “annual report”) to “we,” “us,”
“our,” the “Company,” and “Radware” are to Radware Ltd. and its subsidiaries.
When the following terms
and abbreviations appear in the text of this annual report, they have the meanings indicated below:
| • |
“Companies Law” or the “Israeli Companies Law” are to the Israeli Companies Law, 5759-1999, as amended;
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“dollars,” “$” or “US$” are to U.S. dollars; |
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“EUR” are to Euros; |
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“Nasdaq” is to the Nasdaq Stock Market LLC; |
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“NIS” or “shekels” are to New Israeli Shekels; |
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“ordinary shares” are to our Ordinary Shares, par value NIS 0.05 per share; |
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the “SEC” is to the U.S. Securities and Exchange Commission; |
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the "U.S." is to the United States; and |
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“U.S. GAAP” are to generally accepted accounting principles in the United States. |
We have registered trademarks
for, among others, Radware®; Radware Logo:
®;
OnDemand Switch®; Alteon®; APSolute®; LinkProof®; DefensePro®; CID®; SIPDirector®; AppDirector®;
AppXcel®; AppXML®; AppWall®; APSolute Insite®; StringMatch Engine®; Web Server Director®; APSolute Vision®;
vDirect®; Alteon VA®; AppShape®; FastView®; DefenseFlow®; Virtual DefensePro®; VADI® (Virtual Application
Delivery Infrastructure); ShieldSquare® and the ShieldSquare Logo: 
®,
and we have non-registered trademarks for, among others, ADC-VX™, Inflight™, CyberStack™ and SecurPath™. Unless
the context otherwise indicates, all other trademarks and trade names appearing in this annual report are owned by their respective holders.Our consolidated financial
statements appearing in this annual report are prepared in dollars and in accordance with U.S. GAAP and are audited in accordance with
the standards of the Public Company Accounting Oversight Board in the United States.
Statements made in this
annual report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents
and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to this annual report or to
any registration statement or reports that we previously filed, you may read the document itself for a complete description of its terms, and
the summary included herein is qualified by reference to the full text of the document, which is incorporated by reference into this annual
report.
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Unless otherwise indicated,
information contained in this annual report concerning our industry and the markets in which we operate, including our competitive position
and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications
and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our
knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates
have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions
and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due
to a variety of factors, including those described in Item 3.D “Risk Factors” below.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS
Except for the historical
information contained herein, the statements contained in this annual report are forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995 and other federal securities laws with respect to our business, financial condition and
results of operations. Actual results could differ materially from those anticipated in these forward-looking statements as a result of
various factors, including all the risks discussed in “Risk Factors” and elsewhere in this annual report.
We urge you to consider
that statements that use the terms “believe,” “expect,” “plan,” “intend,” “estimate,”
“anticipate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,”
“may,” and “could” are intended to identify forward-looking statements. Such forward-looking statements
appear in Item 3.D “Risk Factors,” Item 4 “Information on the Company,” and Item 5 “Operating and Financial
Review and Prospects” as well as elsewhere in this annual report. These statements reflect our current views with respect to future
events, are based on assumptions and are subject to risks and uncertainties, including those discussed under Item 3.D “Risk Factors”
and in our other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we do not
intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Table
of Contents
| 8 | ||
| 8 | ||
| 8 | ||
| 8 | ||
|
A. |
[Reserved] |
9 |
|
B. |
Capitalization and Indebtedness |
9 |
|
C. |
Reasons for the Offer and Use of Proceeds |
9 |
|
D. |
Risk Factors |
9 |
| 39 | ||
|
A. |
History and Development of the Company |
39 |
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B. |
Business Overview |
40 |
|
C. |
Organizational Structure |
61 |
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D. |
Property, Plants and Equipment |
63 |
| 63 | ||
| 64 | ||
|
A. |
Operating Results |
64 |
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B. |
Liquidity and Capital Resources |
74 |
|
C. |
Research and Development, Patents and Licenses, etc. |
78 |
|
D. |
Trend Information |
78 |
|
E. |
Critical Accounting Estimates |
81 |
| 87 | ||
|
A. |
Directors and Senior Management |
87 |
|
B. |
Compensation |
91 |
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C. |
Board Practices |
95 |
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D. |
Employees |
100 |
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E. |
Share Ownership |
101 |
| 104 | ||
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A. |
Major Shareholders |
104 |
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B. |
Related Party Transactions |
106 |
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C. |
Interests of Experts and Counsel |
110 |
| 111 | ||
|
A. |
Consolidated Statements and Other Financial Information |
111 |
|
B. |
Significant Changes |
111 |
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| 112 | ||
|
A. |
Offer and Listing Details |
112 |
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B. |
Plan of Distribution |
112 |
|
C. |
Markets |
112 |
|
D. |
Selling Shareholders |
112 |
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E. |
Dilution |
112 |
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F. |
Expenses of the Issue |
112 |
| 113 | ||
|
A. |
Share Capital |
113 |
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B. |
Memorandum and Articles of Association |
113 |
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C. |
Material Contracts |
113 |
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D. |
Exchange Controls |
113 |
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E. |
Taxation |
113 |
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F. |
Dividends and Paying Agents |
128 |
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G. |
Statement by Experts |
128 |
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H. |
Documents on Display |
128 |
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I. |
Subsidiary Information |
128 |
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J. |
Annual Report to Security Holders |
128 |
| 129 | ||
| 131 | ||
| 132 | ||
| 132 | ||
| 132 | ||
| 132 | ||
| [Reserved] | 133 | |
| 133 | ||
| 134 | ||
| 134 | ||
| 135 | ||
| 136 | ||
| 136 | ||
| 137 | ||
| 137 | ||
| 137 | ||
| 138 | ||
| 138 | ||
| 138 | ||
| 138 | ||
| 140 |
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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]
B.
Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.
D.
Risk Factors
You should carefully
consider the following risks before deciding to purchase, hold or sell our ordinary shares. Our business, operating results and financial
condition could be seriously harmed due to any of the following risks. The following risks are not the only risk factors facing our Company.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. The trading
price of our ordinary shares could decline due to any of these risks. You should also refer to the other information contained or incorporated
by reference in this annual report, before making any investment decision regarding our Company.
Summary of Risk Factors
The following constitutes a summary of the
material risks relevant to an investment in our Company:
Risks Related to Our
Business and Our Industry
| • |
Changing or severe global economic conditions could have a material adverse effect on our results of operations. |
| • |
We depend upon independent distributors to sell our solutions to customers. If our distributors do not succeed in selling our
products and services, we may not be able to operate profitably. |
| • |
We must manage our anticipated growth effectively in order to remain profitable. |
| • |
A shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders
or increase our manufacturing costs, and any disruption in our supply chain could have a material adverse effect on our results of operations.
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The COVID-19 pandemic has impacted and may continue to impact our business, operating results and financial condition. |
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We rely on a few vendors to provide our hardware platforms and components for the manufacture of our
products. |
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Our success depends on our ability to attract, train and retain highly qualified personnel. |
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Competition in the market for cyber security and application delivery solutions and in our industry, in general, is intense. If we
are unable to compete effectively, we may lose market share, and we may be unable to maintain profitability. |
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We must develop new solutions and enhance existing solutions to remain competitive. |
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Our reputation and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in our solutions
or if our end-users experience security breaches, which could have a material adverse effect on our business, reputation and operating
results. |
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As a security provider, if our internal network system is compromised by cyber-attackers or other malicious actors, or by a critical
system failure, our reputation, financial condition and operating results could be materially adversely affected. |
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Outages, interruptions or delays in hosting services could impair the delivery of our cloud-based security services and harm our
business. |
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Our global operations may expose us to additional risks. |
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We have incurred net losses in the past and may incur losses in the future. |
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A slowdown in the growth of the cyber security and application delivery solutions market would reduce our addressable market and
solutions sales. |
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If the market for our cloud-based solutions does not continue to develop and grow, we may incur capital and operating losses.
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Our solutions may have long sales cycles, which may reduce the predictability of our financial performance. |
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We may pursue acquisitions or other investments that could disrupt our business and harm our financial condition. |
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Our business in countries with a history of corruption and transactions with foreign governments increases the risks associated with
our international activities. |
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Currency exchange rates and fluctuations of exchange rates could have a material adverse effect on our results of operations.
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Undetected defects and errors may increase our costs and impair the market acceptance of our products. |
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Our business and operating results could suffer if third parties infringe upon our proprietary technology. |
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Our products may infringe on the intellectual property rights of others. |
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Laws, regulations and industry standards affecting our business are evolving, and unfavorable changes could harm our business.
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Some of our solutions contain “open source” and third-party software, and any failure to comply with the terms of one
or more of these open source and third-party software licenses could negatively affect our business. |
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An increasing amount of intangible assets and goodwill on our books may in the future lead to significant impairment charges.
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Additional tax liabilities, including due to tax positions we have taken, could materially adversely affect our results of operations
and financial condition. |
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The enactment of legislation changing the United States’
taxation of international business activities could materially impact our financial position and results of operations. |
| • |
If we are unable to realize our investment objectives, our financial condition and results of operations may be adversely affected.
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We rely on information systems to conduct our businesses, and failure to protect these systems against security breaches and otherwise
to implement, integrate, upgrade and maintain such systems in working order could have a material adverse effect on our results of operations,
cash flows or financial condition. |
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Major disruptions or deficiencies of our information systems could disrupt our operations and cause unanticipated increases in our
costs. |
| • |
Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories
as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and
dealings with Russian entities by many multi-national businesses across a variety of industries. |
| • |
Climate change may have an adverse impact on our business. |
| • |
Our disclosures and initiatives related to environmental, social and governance (ESG) matters expose us to numerous risks, including
risks to our reputation, business, financial performance and growth. |
Risks Related to the Market for Our Ordinary Shares
| • |
Yehuda Zisapel, our chairman of the board, Nava Zisapel, and Roy Zisapel, our President, Chief Executive Officer and director, may
exert significant influence in the election of our directors and over the outcome of other matters requiring shareholder approval.
|
| • |
Provisions of our Articles of Association and Israeli law as well as the terms of our equity incentive plan could delay, prevent
or make a change of control of us more difficult or costly, which could depress the price of our ordinary shares. |
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| • |
Our share price has been volatile in the past and may be subject to volatility in the future. |
| • |
If we are characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences.
|
| • |
If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income
tax consequences. |
Risks
Related to Operations in Israel
| • |
Political, economic and military instability in the Middle East or Israel may harm our
business. |
| • |
The tax benefits we may receive in connection with our preferred enterprise program require us to satisfy prescribed conditions and
may be terminated or reduced in the future. This would increase taxes and decrease our net profit. |
| • |
We have obtained benefits from the Israeli Innovation Authority that subject us to ongoing restrictions. |
| • |
It may be difficult to enforce a U.S. judgment against us or our officers and directors and to assert U.S. securities laws claims
in Israel. |
| • |
Your rights and responsibilities as a shareholder will be governed by Israeli law, which may differ in some respects from the rights
and responsibilities of shareholders of U.S. companies. |
Risks Related to Our Business
and Our Industry
Changing
or severe global economic conditions could have a material adverse effect on our results of operations.
Our business is affected by global economic conditions, uncertainties and downturns,
including as a result of the war in Ukraine (see the risk factor below titled “Our business may be affected by sanctions, export
controls and similar measures targeting Russia and other countries and territories as well as other responses to Russia’s military
conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national
businesses across a variety of industries”), the tensions between China and Taiwan, the COVID-19 pandemic and record levels of inflation
that have resulted in significant volatility and disruptions in the global economy, including central banks in the markets in which we
operate that have tightened their monetary policies and raised interest rates, which may impact current and anticipated market demand
for our solutions. Uncertainties about current global economic conditions continue to pose a risk as our current or prospective customers
may postpone or reduce demand and spending priorities in response to such uncertainties. This could result in, among other things, a reduction
in our revenues or a failure to achieve anticipated revenue growth, longer sales cycles, and slower adoption of new technologies as well
as downward pressure on the price of our solutions. For example, the United States and Israel have recently experienced high levels of
inflation. In the event inflation persists or continues to increase, as well as other macro conditions which may have other adverse effects
on the economy, which are difficult to predict, such as instability of any bank with which we maintain a commercial relationship with,
each of the above events could have a material adverse effect on our business, operating results and financial condition.
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We
depend upon independent distributors to sell our solutions to customers. If our distributors do not succeed in selling our products
and services, we may not be able to operate profitably.
Our growth strategy depends
upon, among other things, increasing sales of our solutions, both directly and indirectly through our different distribution channels.
We sell our solutions primarily to independent distributors, including value added resellers (VARs), original equipment manufacturers
(OEMs) and global system integrators (GSIs), and are highly dependent upon these distributors’ active marketing and sales efforts.
Our distribution agreements with our distributors generally are non-exclusive, ranging in duration with no renewal obligation on the part
of our distributors. Our distribution agreements also typically do not prevent our distributors from selling products and services of
our competitors and do not contain minimum sales or marketing performance requirements. As a result, our distributors may give higher
priority to products and services of our competitors or their own products, thereby reducing their efforts to sell our products and services.
In addition, we may not be able to maintain our existing distribution relationships, and we may not be successful in replacing them on
a timely basis, or at all. We may also need to develop new distribution channels for new products and services, and we may not succeed
in doing so. Any changes in our distributor relationships or distribution channels, including a termination or other disruption of our
commercial relationship with our distributors or our inability to establish distribution channels for new products and services, could
impair our ability to sell our products and services and have a material adverse effect on our business, financial condition and results
of operations.
We
must manage our anticipated growth effectively in order to remain profitable.
We have actively expanded
our operations in the past and may continue to expand them in the future in order to gain market share in the evolving market for cyber
security and application delivery solutions. This expansion has required, and may continue to require, managerial, operational and financial
resources.
In some cases, we may
choose to increase our cost of operations at the expense of our short-term profitability in order to support future expansion and growth.
We cannot assure you that we will continue to expand our operations successfully. If we are unable to manage our expanding operations
effectively, our revenues may not increase or may decline, our cost of operations may increase, and we may not be profitable.
A
shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders or increase our manufacturing costs,
and any disruption in our supply chain could have a material adverse effect on our results of operations.
Our ability to meet customer
demands depends in part on our ability to obtain timely deliveries of parts from our suppliers and contract manufacturers. We cannot assure
you that we will not encounter supply and fulfilment issues in the future and certain components are presently available to us only from
limited sources (see the risk factor below titled “We rely on a few vendors to provide our hardware platforms and components for
the manufacture of our products” and
the discussion under Item 4.B "Business Overview—Manufacturing and Suppliers"). We may not be able to diversify sources in a timely
and cost-effective manner, which could harm our ability to deliver products to customers and adversely impact present and future sales
and profitability.
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We may experience a shortage
of certain component parts as a result of our own manufacturing issues, manufacturing issues at our suppliers or contract manufacturers,
capacity problems or transportation and freight carriers issues experienced by our suppliers or contract manufacturers, or strong demand
in the industry for those parts, especially if there is growth in the overall economy. If there is growth in the economy, such growth
is likely to create greater pressures on us and our suppliers to accurately project overall component demand and component demands within
specific product categories and to establish optimal component levels. If shortages or delays persist, such as due to the worldwide
chipset shortage, the price of these components may increase, or the components may not be available at all.
We may also encounter
shortages if we do not accurately anticipate our needs. We may not be able to secure enough components at reasonable prices or of acceptable
quality to build new products in a timely manner in the quantities or configurations needed. Accordingly, our revenues and gross margins
could be materially and adversely affected until other sources can be developed.
In addition, our operating
results could be materially and adversely affected if we anticipate greater demand than what transpires, and we commit to purchasing more
components than we actually need. We see this specifically with respect to dated components, which we need to order in large quantities
due to manufacturing stoppage. Due to technology advancements, we are required from time to time to make “last buy” type of
stock purchases of such dated components for our legacy products.
Any disruption in our
supply chain, such as disruptions resulting from failure in telecommunication systems; acts of war, terrorism, cyber-attacks or natural
disasters, including major environmental or public health concerns, such as the COVID-19 pandemic (see the risk factor below titled “The
COVID-19 pandemic has impacted and may continue to impact our business, operating results and financial condition” and
the discussion under Item 4.B "Business Overview—Manufacturing and Suppliers"); lack of skilled labor; the disruption of transportation
networks; and adverse weather conditions, could have a material adverse effect on our business, financial
condition and results of operations.
The
COVID-19 pandemic has impacted and may continue to impact our business, operating results and financial condition.
The COVID-19 pandemic
has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, placed constraints
on the operations of businesses, caused disruptions in global supply chains, and decreased consumer mobility and activity. Our business
has been affected in various ways, including in our sales and marketing, our supply chain and our employees.
At the same time, the
COVID-19 pandemic has negatively impacted our business by causing some delays in purchasing decisions by some of our customers, and
some difficulties in acquiring new customers given travel limitations and limits on in-person interactions with our customers and prospective
customers, as well as some disruptions in our supply chain and delivery of products to customers. For example, circumstances related
to the COVID-19 pandemic have triggered disruptions in global supply chains and interruptions and delays involving freight carriers that,
in turn, have caused difficulties in timely obtaining components from our suppliers, as well as transportation of our products after manufacture
to our customers.
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The extent to which COVID-19
will continue to impact our business, financial condition or results of operations, will depend on future developments, which are uncertain
and cannot be predicted.
We
rely on a few vendors to provide our hardware platforms and components for the manufacture of our products.
We primarily rely on
a few original design manufacturers, or ODMs, for the manufacture and supply of our hardware platforms, with approximately 88% of our
direct product costs in 2022 related to these vendors. If we are unable to continue to acquire from these ODMs and/or other components
vendors on acceptable terms or should any of these ODMs and/or components vendors cease to supply us with such platforms or components
for any reason, we may not be able to identify and integrate an alternative source of supply in a timely fashion or at the same costs.
Any transition to one or more alternate manufacturers could result in delays, operational problems and increased costs, and may limit
our ability to deliver our products to our customers on time during such a transition period, any of which could have a material adverse
effect on our business, financial condition and results of operations.
Our
success depends on our ability to attract, train and retain highly qualified personnel.
Our products and services
require sophisticated technology, marketing and sales expertise. Accordingly, we need highly trained research and development, sales,
marketing, technical, customer support, operations and IT personnel. Competition for such qualified personnel, especially in the cyber
security domain, is intense. In particular, while there has been intense competition for such qualified personnel in the Israeli high-tech
industry historically, the industry experienced record growth and activity in 2021 and 2022, which contributed to significant levels of
employee attrition and is currently facing a severe shortage of skilled human capital, including qualified personnel in the cyber security
domain. In addition, while we utilize non-competition agreements with our employees
as a means of improving our employee retention, we may be unable to enforce these agreements under applicable laws. In light of the foregoing,
we may not be able to hire or retain sufficient personnel to support our business operations or, if we do, we may be required to offer
increased compensation to attract such employees, which could have a material adverse effect on our business, financial condition and
results of operations.
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Competition
in the market for cyber security and application delivery solutions and in our industry, in general, is intense. If we are unable to compete
effectively, we may lose market share, and we may be unable to maintain profitability.
The cyber security
and application delivery solutions marketplace is highly competitive and has very few barriers to entry, particularly in our focus areas.
We expect competition to intensify in the future, and we may lose market share if we are unable to compete effectively.
Most of our competitors
have greater financial, personnel and other resources than we have, which may limit our ability to effectively compete with them. We expect
to continue to face additional competition as new participants enter the market or extend their portfolios into related technologies.
Current and future participants may also be able to respond more quickly to new or emerging technologies and changes in customer demands
and to devote greater resources to the development, promotion and sale of their products than we can. Larger companies with substantial
resources, brand recognition and sales channels may form consolidation and alliances with or acquire competing cyber security and application
delivery solutions and emerge as significant competitors.
Competition may result
in lower prices or reduced demand for our solutions and a corresponding reduction in our ability to recover our costs, which may impair
our ability to achieve, maintain and increase profitability. Furthermore, the dynamic market environment poses a challenge in predicting
market trends and expected growth. We cannot assure you that we will be able to implement our business strategy in a manner that will
allow us to be competitive. If any of our competitors offer products or services that are more competitive than ours, we could lose market
share and our business, financial condition and results of operations could be materially and adversely affected as a result.
We
must develop new solutions and enhance existing solutions to remain competitive.
The market for cyber
security and application delivery solutions is characterized by rapid technological changes, driven primarily by accelerated digital transformation
including a dramatic increase in work from home initiatives, a rapid shift to online business activity, and increased migration to cloud
environments. Such technological changes and transformations are accompanied by, in addition to a rapidly evolving and active cyber threat
landscape, changes in application infrastructure tools and increasingly demanding compliance mandates. The challenges we face include:
| • |
increasing throughput, capacity, performance and efficiency of our core products, to cope with growing velocity and complexity of
attacks; |
| • |
adapting to fundamental changes in our customers’ data centers’ infrastructure and changes in the locations of applications
and data by offering relevant solutions for multi-clouds and hybrid cloud environments; |
| • |
offering new solutions to adapt to the changes in applications’ deployment frameworks, workflows and architectures, massive
usage of Application Programming Interface (API) stacks and new edge delivery technologies in response to the rise of modern applications
buildup and delivery requirements; |
| • |
adapting to changes in the cyber threat landscape, by extending our security coverage to include cloud-native attacks (cloud access
management and workloads), application level attacks, usage of open source third-party libraries, encrypted attacks, automated attacks
and edge/client delivery related attacks; |
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| • |
developing and enhancing our cloud and virtual offerings and expanding our managed security services capabilities to address the
industry trend of providing services for the cloud and through the cloud – organically and inorganically; and |
| • |
increasing our support offerings to address the industry trend of increased customer reliance on third-party provided or managed
information technology services. |
In order to meet these
challenges and remain competitive in the market, we have introduced, and must continue to introduce, new solutions and enhancements to
our existing solutions. Accordingly, our future success will depend, to a substantial extent, on our ability to accurately and timely
identify market trends and anticipate changing market requirements and needs; to invest (including through acquisition of complimentary
solutions) in research and development and timely develop, introduce and support relevant and desired new solutions and enhancements;
and to gain market acceptance of our offerings. There can be no assurances that our continued investment in research and development,
including associated capital expenditures, will ultimately allow us to remain competitive in our industry or otherwise result in successful
solutions that generate expected sales and support our growth. In addition, diversifying our solution portfolio might expose us to direct
competition with new players and might require additional investments in the associated sales and marketing practices.
If our research and
development efforts do not lead to a corresponding increase in our revenues, if we fail to timely develop and deploy new solutions and
enhancements to our existing solutions, or if we fail to gain market acceptance of our new solutions or enhanced solutions, our business,
operating results and financial condition could be materially adversely affected.
Our
reputation and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in our solutions or if our
end-users experience security breaches, which could have a material adverse effect on our business, reputation and operating results.
Any errors, defects,
or misconfigurations could cause our solutions to not meet specifications, be vulnerable to security attacks or fail to secure networks
or applications which could negatively impact customer operations and consequently harm our business and reputation. In addition, we may
suffer significant adverse publicity and reputational harm and become subject to regulatory and litigation claims if our solutions are
associated, or are believed to be associated with, or fail to reasonably protect against, a security attack or a breach at a high-profile
customer, a significant customer base or a significant business partner. Many of our customers and business partners are themselves highly
regulated entities, which may result in enhanced scrutiny of our security program and controls in the event of a significant cybersecurity
incident. Moreover, any actual or perceived cyber-attack, other security breach, exposure or theft of our or our customers’ data,
regardless of whether the breach or theft is attributable to the failure of our solutions, could:
| • |
adversely affect the market’s perception of our security solutions, |
| • |
cause current or potential customers to look to our competitors for alternatives, |
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| • |
require us to expend significant financial resources to analyze, correct or eliminate any vulnerabilities, and |
| • |
lead to investigations, litigation, fines and penalties, any of which could have a material adverse effect on our operations, financial
condition and reputation. |
Cyber-attackers or
other malicious actors are increasingly sophisticated, may be state actors or affiliated with organized crime, and may operate large-scale
and complex automated attacks. In addition, the techniques they use to access or sabotage networks or applications or to disrupt operations
(for example, via ransomware) change frequently and generally are not recognized until launched against a target. As a result, our solutions
may be unable to anticipate these techniques and provide timely or effective protection to our end-users’ networks or applications,
particularly due to the increased use by attackers of tools and techniques that are designed to circumvent security controls, to avoid
detection and to remove or obfuscate evidence. The global marketplace also expects actors to increasingly develop innovative attack methodologies
utilizing artificial intelligence to identify and exploit vulnerabilities from both technical and social engineering perspectives. In
addition, the COVID-19 pandemic significantly impact online behavior and the continued remote and hybrid working arrangements may affect
the security of businesses and individuals (for example, due to the prevalence of vulnerabilities inherent in non-corporate and home networks),
and we have observed a significant increase in cyberattack activity since the beginning of the pandemic that has also continued. If we
fail to identify and respond to new and increasingly complex methods of attack or to update our solutions to detect or prevent such threats
in time to protect our end-users’ critical business data, the integrity of our solutions and reputation, as well as our business
and operating results, could suffer.
Furthermore, security
breaches or defects in our solutions could result in loss or alteration of, or unauthorized access to, customers’ data and compromise
our customers’ networks and applications that are secured by our physical and cloud solutions. If such a security breach results
in the disruption or loss of availability, integrity or confidentiality of customers’ data, we could incur significant liability
to our customers and to businesses or individuals whose information was being handled by our customers, in addition to regulatory agencies.
There can be no assurance that limitation of liability, indemnification or other protective provisions that we attempt to include in our
contracts would be applicable, enforceable or adequate in connection with a security breach, or would otherwise protect us from any such
liabilities or damages with respect to any particular claim.
There is no guarantee
that our solutions will be free of flaws or vulnerabilities. Our end-users may also misuse our solutions, which could result in vulnerabilities
to a breach or theft of business data.
As
a security provider, if our internal network system is compromised by cyber-attackers or other malicious actors, or by a critical system
failure, our reputation, financial condition and operating results could be materially adversely affected.
We will not succeed
with our application and network security solutions unless the marketplace is confident that we provide effective cyber security protection.
We provide security solutions, and as a result, we have been, and continue to be, an attractive target of cyber-attacks and other security
incidents, which we have experienced from time to time, that are aimed at our own internal systems and network environment. We are subject
to many different types of attacks, including, among others, malware, viruses and attachments to e-mails, web application attacks, e-mails,
web application attacks, Distributed Denial of Service (DDoS) attacks and other disruptive activities of individuals or groups, all of
which are designed to impede the performance of our solutions, penetrate our network security or the security of our cloud platform or
our internal systems, misappropriate proprietary and other information and/or cause other interruptions to our services. Furthermore,
third parties may attempt to illegally induce employees or customers into disclosing our proprietary information or otherwise compromising
the security of our internal networks, systems or physical facilities in order to gain access to our data or our customers’ data.
An actual or perceived breach of security in our internal systems could adversely affect the integrity and market perception of our solutions.
Furthermore, the costs to eliminate or address security threats and vulnerabilities before or after a cyber-security incident and any
resulting regulatory or litigation actions could be significant.
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We rely on third-party
service providers to supply physical hosting, cloud environments and specific support technologies in order to deliver and support our
security solutions, in addition to internal functions, such as human resources, finance, and electronic communications, all of which are
designed to enable us to conduct, monitor and/or protect our business, operations, systems and data assets. Such third-party service providers
have from time to time been subject to, and continue to be subject to, cyber-attacks, malicious actors and other security incidents. While
we periodically evaluate the internal security posture of each third-party service provider to determine their level of compliance, we
may not be able to detect any breach in the first instance it occurs. These risks may impact the integrity and availability of our solutions
and may expose us to legal and reputational liability.
Remediation efforts
or system redundancy or other continuity measures may be ineffective or inadequate and could result in interruptions, delays or cessation
of service and loss of existing or potential customers. There can be no assurance that limitation of liability, indemnification or other
protective provisions in our contracts would be applicable, enforceable or adequate in connection with a security breach, or would otherwise
protect us from any such liabilities or damages with respect to any particular claim. Additionally, our professional, product and cyber
liability insurance coverages may only cover certain liabilities in connection with a security breach or other security incident and may
not adequately cover all liabilities actually incurred, and we cannot assure you that insurance will continue to be available to us on
commercially reasonable terms, if at all, or that any insurer will not deny coverage as to any future claim.
In addition, any such
security breach could disrupt or impair our ability to operate our business, including our ability to provide maintenance and support
services to our customers. If this happens, our revenues could decline and our reputation and business could suffer.
Outages,
interruptions or delays in hosting services could impair the delivery of our cloud-based security services and harm our business.
We offer infrastructure
that supports our DDoS Protection services, web application firewall (WAF) and bot management cloud-based services. In addition, we provide
other services through the cloud, such as Content Delivery Network (CDN). Despite precautions taken within our own internal network and
at these third-party facilities, the occurrence of a natural disaster or an act of terrorism or other unanticipated problems could result
in lengthy interruptions in our services.
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The cloud-based security
services that we provide are operated from a network of third-party facilities that host the software and systems that operate these security
services. Any damage to, failure of, or significant disruptions (for example, due to ransomware) to, our internal systems or systems at
third-party hosting facilities could result in outages or interruptions in our cloud-based services. Outages or interruptions in our cloud-based
security services, whether as a result of impacts to our or our third-party hosting facilities or otherwise, may cause our customers to
experience cyber-attacks and to believe that our cloud-based security services are unreliable, cause us to issue credits or pay penalties
or damages, cause customers to terminate their subscriptions and adversely affect our reputation and renewal rates and our ability to
attract new customers, ultimately harming our business and results of operations.
Our
global operations may expose us to additional risks.
We currently offer
our solutions in over 80 countries. For the years ended December 31, 2022 and 2021, our sales outside North, Central and South America
represented approximately 58% and 55%, respectively, of our total sales. We also rely on third-party service providers around the world
to supply physical hosting and cloud environments in order to deliver and support our cloud-based services. Our global business operations
involve varying degrees of risk and uncertainty inherent in doing business in so many different jurisdictions. Such risks include, among
others, difficulties and costs of staffing and managing foreign operations; the possibility of unfavorable circumstances and additional
compliance costs arising from host country laws or regulations, including unexpected changes in the interpretations thereof and reduced
protection for intellectual property rights in some countries; partial or total expropriation; export duties and quotas; local tax exposure;
economic or political instability, including as a result of insurrection, war, natural disasters, and major environmental, climate or
public health concerns, such as the COVID-19 pandemic; differences in business practices; recessionary environments in multiple foreign
markets; and damage to, or failure of, systems at third-party hosting facilities around the word resulting in outages or interruptions
in our cloud-based services. We cannot be certain that the foregoing factors will not have a material adverse effect on our future revenues
and, as a result, on our business, operating results and financial condition.
We
have incurred net losses in the past and may incur losses in the future.
Although we have been
profitable in the past several years, we incurred net losses during 2022. Our ability to maintain
or increase profitability in the future depends in part on the following factors: the economic health of the global economy, including
geopolitical tensions, the potential effects of the COVID-19 pandemic, record levels of inflation and rising interest rates; the rate
of growth of, and changes in technology trends in our market and other industries in which we currently or may in the future operate;
our ability to develop and manufacture new products and technologies and deliver new solutions in a timely manner; the competitive position
of our products and services; the continued acceptance of our solutions by our customers and in the industries that we serve; and our
ability to manage expenses. In the future, it may be necessary to undertake cost reduction initiatives to remain profitable, which could
lead to a deterioration of our competitive position. Any difficulties that we encounter as we reduce our costs could negatively impact
our results of operations and cash flows. Our revenues may
not continue to increase or may grow at a lower rate than we have experienced in the past several years or may even decline, which would
negatively impact our results of operations and cash flows. We cannot assure you that we will remain profitable.
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We
may increase our operating expenses in future periods. Our decision to increase operating expenses and the scope of such increases depends
upon several factors, including the market situation and the effectiveness of our past expenditures. We may continue to make additional
expenditures in anticipation of generating higher revenues, which we may not realize, if at all, until sometime in the future. This
could cause reductions in our profitability or lead to losses. Additionally, a failure of any acquisition or product development initiative
to produce increased revenues could have a material adverse effect on our operations and profitability.
A
slowdown in the growth of the cyber security and application delivery solutions market would reduce our addressable market and solutions
sales.
The cyber security and
application delivery market in which we operate is rapidly evolving, and we cannot assure you that it will continue to develop and grow.
In addition, we cannot assure you that our solutions and technology will keep pace with the changes to this market. Market acceptance
of cyber security and application delivery solutions may be inhibited by, among other factors, a lack of anticipated congestion and strain
on existing network infrastructures and the availability of alternative solutions. If demand for cyber security and application delivery
solutions does not continue to grow, or grows at a slower pace than expected, we may not be able to sell enough of our solutions to maintain
or increase our profitability.
If
the market for our cloud-based solutions does not continue to develop and grow, we may incur capital and operating losses.
As we continue to expand
our cloud-based solution offerings, our investments, both capital and operational, in our cloud business increase. We cannot assure you
that sales of our cloud-based solutions will continue to develop and grow. In addition, we cannot assure you that our services and technology
will keep pace with the changes in this market. Specifically, the emergence of alternative solutions, such as those offered by Amazon
Web Services, Inc. (AWS), Microsoft Azure or Google’s public cloud, may negatively affect sales of our solutions.
Our
solutions may have long sales cycles, which may reduce the predictability of our financial performance.
Our solutions are technologically
complex and are typically intended for use in applications that may be critical to the business of our customers. As a result, our pre-sales
process can be subject to delays associated with customers’ budgetary constraints and lengthy approval and procurement processes.
The sales cycles of our solutions to new customers can last for as long as twelve months (and in some cases even longer, for example,
with carrier customers) from initial presentation to sale. Long sales cycles result in a delay to our generation of revenue. Long sales
cycles also subject us to risks not usually encountered in short sales cycles, including our customers’ budgetary constraints and
internal acceptance reviews and processes prior to purchase. In addition, orders expected in one quarter could shift to another
because of the timing of our customers’ procurement decisions. Furthermore, customers may defer orders in anticipation of new solutions
or product enhancements introduced by us or by our competitors. These factors complicate our planning processes and reduce the predictability
of our financial performance.
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We
may pursue acquisitions or other investments that could disrupt our business and harm our financial condition.
As part of our business
strategy, we may invest in or acquire complimentary businesses, technologies or assets or enter into joint ventures or other strategic
relationships with third parties. Past acquisitions have caused, and future acquisitions may cause,
us to assume liabilities, incur acquisition-related costs, incur amortization expenses or realize write-offs on assets no longer
being used or phased out. In addition, the future valuation of these acquisitions may decrease from the market price paid by us, which
could result in the impairment of our goodwill and other intangible assets associated with the relevant acquired assets. Moreover,
our operation of any acquired or merged businesses, technologies or assets could involve numerous risks, including:
| • |
post-merger integration problems resulting from the combination of any acquired operations with our own operations or from the combination
of two or more operations into a new unified entity; |
| • |
diversion of management’s attention from our core business; |
| • |
substantial expenditures, which could divert funds from other corporate uses; |
| • |
entering markets in which we have little or no experience; |
| • |
loss of key employees of the acquired operations; and |
| • |
known or unknown contingent liabilities, including, but not limited to, tax and litigation costs. |
We cannot be certain
that any past or future acquisitions or mergers will be successful. If the operation of the business of any future acquisitions or mergers
disrupts our operations, our results of operations may be adversely affected, and even if we successfully integrate the acquired business
with our own, we may not receive the intended benefits of the acquisition. In addition, our pursuit
of potential acquisitions may divert our management’s attention from our core business and require considerable cash outlays at
the expense of our existing operations, whether or not such transactions are consummated. A failure of any acquisitions or product developments
to produce increased revenues could have a material adverse effect on our operations and profitability.
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Our business in countries with a history of corruption and transactions
with foreign governments increases the risks associated with our international activities.
As we operate and sell
internationally, we are subject to the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act
of 2010 (the “UK Bribery Act”) and other laws that prohibit improper payments or offers of payments to foreign governments
and their officials and political parties for the purpose of obtaining or retaining business. We have operations, deal with and make sales
to governmental customers in countries known to experience corruption, particularly certain emerging countries in Eastern Europe, South
and Central America, East Asia, Africa and the Middle East. Our activities in these countries create the risk of unauthorized payments
or offers of payments by one of our employees, consultants, channel partners or sales agents that could be in violation of various anti-corruption
laws, even though these parties may not be under our control. While we have implemented safeguards to prevent these practices by our employees,
consultants, channel partners and sales agents, our existing safeguards and any future improvements may prove to be less than effective,
and our employees, consultants, channel partners or sales agents may engage in conduct for which we might be held responsible. Violations
of the FCPA, the UK Bribery Act or other anti-corruption laws may result in severe criminal or civil sanctions, including suspension or
debarment from government contracting, and we may be subject to other liabilities, which could negatively affect our business, operating
results and financial condition.
Currency
exchange rates and fluctuations of exchange rates could have a material adverse effect on our results of operations.
We are impacted by exchange
rates and fluctuations thereof in a number of ways, including:
| • |
A large portion of our expenses in Israel, principally salaries and related personnel expenses, are paid in NIS, whereas most of
our revenues are generated in U.S. dollars. When the U.S. dollar is weak, our foreign currency-denominated expenses will be higher, whereas
if the U.S. dollar is strong, our foreign currency-denominated expenses will be lower. If the NIS strengthens against the U.S. dollar,
the dollar value of our Israeli expenses will increase and may have a material adverse effect on our business, operating results and financial
condition; |
| • |
A portion of our international sales are denominated in currencies other than U.S. dollars, such as Euros, thereby exposing us to
currency fluctuations in such international sales transactions; |
| • |
We incur expenses in several other currencies in connection with our operations in Europe and Asia. Devaluation of the U.S. dollar
relative to such local currencies causes our operational expenses to increase; and |
| • |
The majority of our international sales are denominated in U.S. dollars. Accordingly, devaluation in the local currencies of our
customers relative to the U.S. dollar could cause our customers to decrease orders or default on payment. |
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Commencing in 2022, although
we engaged in foreign currency hedging transactions intended to reduce the effect of fluctuations in foreign currency exchange rates on
our financial position and results of operations, not all of our potential exposure is covered and, regardless,
there can be no assurance that any such hedging transactions will materially reduce the effect of fluctuations in foreign currency
exchange rates on such results. For a further discussion of the impact on currency exchange rates on our business, see Item 11 “Quantitative
and Qualitative Disclosures About Market Risk.”
Undetected
defects and errors may increase our costs and impair the market acceptance of our products.
Our products have occasionally
contained, and may in the future contain, undetected defects or errors, especially when first introduced or when new versions are released,
due to defects or errors that we fail to detect, including in components supplied to us by third parties. These defects or errors may
be found after the commencement of commercial shipments. In addition, because our customers integrate our products into their networks
with products from other vendors, it may be difficult to identify the product that has caused the problem in the network. Regardless of
the source of these defects or errors, we will then need to divert the attention of our engineering personnel from our product development
efforts to detect and correct these errors and defects. We cannot assure you whether we will incur significant warranty or repair costs,
be subject to liability claims for material damages related to product errors or defects or experience any material lags or delays as
a result thereof in the future. Any insurance coverage that we maintain may also not provide sufficient protection should a claim
be asserted. Moreover, the occurrence of errors and defects, whether caused by our products or the components supplied by another vendor,
may result in significant customer relations problems and injure our reputation, thereby impairing the market acceptance of our products.
Our
business and operating results could suffer if third parties infringe upon our proprietary technology.
Our success depends,
in part, upon the protection of our proprietary software installed in our products, our trade secrets and trademarks. We seek to protect
our intellectual property rights through a combination of trademark and patent law, trade secret protection, confidentiality agreements
and other contractual arrangements with our employees, affiliates, distributors and others. In the United States and several other countries,
we have registered or acquired trademarks. In addition, we have registered patents in the U.S. and other
jurisdictions and have pending patent applications and provisional patents in connection with several of our products’ features.
The protective steps
we have taken may be inadequate to deter infringement upon our intellectual property rights or misappropriation of our proprietary information.
We may be unable to detect the unauthorized use of our proprietary technology or take appropriate steps to enforce our intellectual property
rights. Effective trademark, patent and trade secret protection may not be available in every country in which we offer, or intend to
offer, our products. In addition, our competitors may independently develop technologies that are substantially equivalent or superior
to our technology. Any licenses for intellectual property that might be required for our services or products may not be available on
reasonable terms. Failure to adequately protect our intellectual property rights could devalue our proprietary content, impair our ability
to compete effectively and eventually harm our operating results. Furthermore, defending our intellectual property rights, either by way
of initiating intellectual property litigation or defending such, could result in the expenditure of significant financial and managerial
resources. Moreover, any adverse outcome of litigation proceedings could impact the value of our proprietary technology and have
additional significant financial impacts, which may harm our operating results.
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Our
products may infringe on the intellectual property rights of others.
Third parties may assert
claims that we have violated a patent, trademark, copyright or other proprietary intellectual property right belonging to them. As is
characteristic of our industry, there can be no assurance that our products do not or will not infringe the proprietary rights of third
parties, that third parties will not claim infringement by us with respect to patents or other proprietary rights, or that we would prevail
in any such proceedings. We have received in the past, and may receive in the future, communications asserting that the technology used
in some of our products requires third-party licenses. Any infringement claims, whether or not meritorious, could result in significant
costly litigation or arbitration and divert the attention of technical and management personnel. Any adverse outcome in litigation alleging
infringement could require us to develop non-infringing technology or enter into royalty or licensing agreements. If, in such situations,
we are unable to obtain licenses on acceptable terms, we may be prevented from manufacturing or selling products that infringe such intellectual
property of a third party. An unfavorable outcome or settlement regarding one or more of these matters could have a material adverse effect
on our business, reputation and operating results.
Laws,
regulations and industry standards
affecting our business are evolving, and unfavorable changes could harm our business.
Laws,
regulations and industry standards that apply to our business are becoming more prevalent and constantly evolving, particularly in the
area of data privacy and cyber security. We may be impacted by changes in privacy-related and cyber security-related regulations governing
the collection, use, retention, sharing and security of personal data that we collect, utilize, or otherwise process from our customers
and/or visitors to their websites and others. Complying with a diverse range of privacy and cyber security requirements could cause us
to incur substantial costs or require us to change our business practices in a manner adverse to our business. Any failure, or perceived
failure, by us to comply with any privacy or cyber security-related laws, government regulations or directives, or industry self-regulatory
principles could result in damage to our reputation or proceedings or actions against us by governmental entities or others, which could
potentially have an adverse effect on our business.
For
example, in the European Economic Area (EEA), we are subject
to the General Data Protection Regulation 2016/679 (GDPR) and in the United Kingdom we are subject to the United Kingdom data protection
regime consisting primarily of the UK General Data Protection Regulation and the UK Data Protection Act 2018 (UK DP Laws), in each case
in relation to our collection, control, processing, sharing, disclosure and other use of data relating to an identifiable living individual
(personal data). The GDPR, and national implementing legislation in EEA member states and the United Kingdom, impose a strict data protection
compliance regime. Our compliance with GDPR and UK DP Laws,
as well as other data privacy and cyber security laws around the world, evolving regulations of cloud computing, cross-border data
transfer restrictions and other domestic or foreign regulations, has required and will continue to require
us to invest significant resources in compliance and compliance-related areas.
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Furthermore,
laws, regulations and industry standards are subject to constant and, at times, drastic changes that, particularly in the case of industry
standards, may arrive with little or no notice, and these could either help or hurt the demand for our solutions. If we are unable to
adapt our solutions to changing laws, regulations and industry standards in a timely manner, or if our solutions fail to assist our customers
with their compliance initiatives, our customers may lose confidence in our solutions and could switch to competing solutions. Recent
legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EEA and the United
Kingdom to the United States. These recent developments may require us to review and amend the
legal mechanisms by which we make and/or receive personal data transfers to or in the U.S. Such legal developments also cause us to look
at our operations and review our data flows to ensure we can continue to meet clients’ increasing requests for data to remain in-country
or in-region. At the same time, if, contrary to this trend, regulations and standards related to cyber
security are changed in a manner that makes them less onerous, our customers may view government and industry regulatory compliance as
less critical to their businesses, and our customers may purchase fewer of our solutions, or none at all. In either case, our sales and
financial results would be negatively impacted and could be materially adversely affected.
Some
of our solutions contain “open source” and third-party software, and any failure to comply with the terms of one or more of
these open source and third-party software licenses could negatively affect our business.
Some
of our products utilize open source technologies. Some open source software licenses require users who distribute or make available as
a service open source software as part of their own software product to publicly disclose all or part of the source code of the users’
software product or to make available any derivative works of the open source code on unfavorable terms or at no cost. We have established
processes to help alleviate these risks, including a review process for screening requests from our development organization for the use
of open source software, but we cannot be sure that all open source software is submitted for approval prior to use in our products. In
addition, open source license terms may be ambiguous and many of the risks associated with use of open source software cannot be eliminated,
and could, if not properly addressed, negatively affect our business. We may face ownership claims from third parties over, or seeking
to enforce the license terms applicable to, such open source software, including by demanding the release of the open source software,
derivative works or our proprietary source code. Any such requirement to disclose our source code or other confidential information related
to our products could materially and adversely affect our competitive position and may adversely impact our business, results of operations
and financial condition. In addition, if the license terms for the open source code change, we may be forced to re-engineer our software
or incur additional costs.
In
addition, some of our solutions include other software
or intellectual property licensed from third parties. This exposes us to risks over which we may have little or no control. There can
be no assurance that the licenses from such third-party licensors will continue to be available to us on acceptable terms, if at all.
In addition, while we believe we are compliant with the terms of our third-party licenses, such licensors
may still assert that we are in breach of the terms of a license, which could give such licensors the right to terminate a license or
seek damages from us, or both. Our inability to maintain such licenses or the need to engage in litigation regarding these matters, could
result in delays in releases of new products, and could otherwise disrupt our business, unless and until equivalent technology can be
identified, licensed or developed at substantially the same costs to us.
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An
increasing amount of intangible assets and goodwill on our books may in the future lead to significant impairment charges.
The amount of goodwill
and intangible assets on our consolidated balance sheets was, as of December 31, 2022, approximately $87.7 million, compared to $51.9
million as of December 31, 2021. We regularly review our intangible and tangible assets, including goodwill, for impairment. Goodwill
is subject to impairment review at least annually, and other intangible assets are reviewed for impairment when there is an indication
that impairment may have occurred. Impairment testing has led to, and may in the future lead to, significant additional impairment charges.
Additional
tax liabilities, including due to tax positions we have taken, could materially adversely affect our results of operations and financial
condition.
We operate our business
in various countries, and we attempt to utilize an efficient operating model to optimize our tax payments based on the laws in the countries
in which we operate. This can cause disputes between us and various tax authorities in the countries in which we operate, whether due
to tax positions that we have taken in various tax returns we have filed or due to determinations we have made not to file tax returns
in certain jurisdictions. In particular, not all of our tax returns are final and may be subject to further audit and assessment by applicable
tax authorities. There can be no assurance that the applicable tax authorities will accept our tax positions, and, if they do not, we
may be required to pay additional taxes. In the past few years, certain tax authorities who have audited our tax returns have rejected
our tax positions, and, while we intend to vigorously maintain our positions, we cannot be sure that our positions will be accepted, and
we may end up paying additional taxes, whether as a result of litigation, if instituted, or settlement negotiations. While we have established
reserves based on assumptions and estimates that we believe are reasonable to cover such positions, these reserves may prove to be insufficient
and as such, our future results may be adversely affected.
In recent years, we
have seen changes in tax laws resulting in an increase in applicable tax rates, especially increased liabilities of corporations and limitations
on the ability to benefit from strategic tax planning, with these laws particularly focused on international corporations. Such legislative
changes in one or more jurisdictions in which we operate may have implications on our tax liability and have a material adverse effect
on our results of operations and financial condition. For example, the Organization for Economic Cooperation and Development, or the OECD,
an intergovernmental organization that aims to promote the economic and social well-being of people around the world, introduced the base
erosion and profit shifting (BEPS) project. The BEPS project contemplates changes to numerous international tax principles, as well as
national tax incentives, and these changes, if adopted by individual countries, could adversely affect our provision for income taxes.
Countries have only recently begun to translate the BEPS recommendations into specific national tax laws, and it remains difficult to
predict with accuracy the magnitude of any impact that such new rules may have on our financial results. The U.S. and Israel, among other
countries in which we have operations, are members of the OECD.
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The enactment of legislation
changing the United States’ taxation of international business activities could materially impact our financial position and results
of operations.
Due to the expansion of our international business activities,
any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate, and adversely affect our financial
position and results of operations. The U.S. presidential administration and members of the U.S. Congress have proposed significant changes
in U.S. federal income tax law, regulation and government policy within the United States, which could affect us and our business. For
example, the recent Inflation Reduction Act enacted in the United States introduced, among other changes, a 15% corporate minimum tax
on certain United States corporations and a 1% excise tax on certain stock redemptions by United States corporations (which the U.S. Treasury
indicated may also apply to certain stock redemptions by a foreign corporation funded by certain United States affiliates). Further,
other foreign governments may enact tax laws in response to any changes in the U.S. taxation of international business activities that
could result in further changes to global taxation and materially affect our financial position and results of operations. We are currently
unable to predict whether these or other changes will occur and, if so, the ultimate impact on our business. To the extent that such changes
have a negative impact on us, our suppliers or our consumers, including as a result of related uncertainty, these changes may materially
and adversely impact our business, financial condition, results of operations and cash flow.
If
we are unable to realize our investment objectives, our financial condition and results of operations may be adversely affected.
We maintain substantial
balances of cash and liquid investments as strategic assets for purposes of acquisitions and general corporate purposes, including share
repurchases. Our cash, cash equivalents, short- and long-term bank deposits and marketable securities totaled $432.0 million as of December 31,
2022, compared to $465.8 million as of December 31, 2021. The performance of the capital markets is the primary factor that affects
the values of funds that are held in marketable securities. While we believe we have taken a conservative approach in our investments,
by investing the majority of our debt marketable securities portfolio at securities that are rated A- or higher, these assets are subject
to market fluctuations and various developments, including, without limitation, rating agency downgrades that may impair their value.
We expect that market conditions will continue to fluctuate and that the fair value of our investments may be affected accordingly, including,
without limitation, by the economic effects of the COVID-19 pandemic and the rising levels of inflation and interest rates.
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Financial income is
a component of our net income and the outlook for our financial income is dependent, in part, on the future direction of interest rates,
exchange rates, the amount of any share repurchases or acquisitions that we make and the amount of cash flows from operations that are
available for investment. For example, for the years ended December 31, 2022 and 2021, we had $8.1 million and $4.4 million, respectively,
of net financial income, that was primarily derived from the value of our investments. The performance of the capital markets affects
the values of our funds that are held in marketable securities. These assets are subject to market fluctuations and will yield uncertain
returns. Due to certain market developments, including investments’ rating downgrades, the fair value of these investments may decline.
If market conditions continue to fluctuate, the fair value of our investments may be impacted accordingly. Although our investment guidelines
stress diversification and capital preservation, our investments are subject to a variety of risks, including risks related to general
economic conditions, interest rate fluctuations and market volatility.
In particular, our investment portfolios
include a significant amount of interest rate-sensitive instruments, such as bonds, which, in addition to the inherent risk associated
with the debt, may be adversely affected by changes in interest rates. Changes in interest rates and credit quality may also result in
fluctuations in the income derived from, or the valuation of, our fixed income securities. Interest rates are highly sensitive to many
factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond
our control. For example, benchmark interest rates, such as the U.S. Federal Funds Rate, are currently relatively high, which is likely
to significantly impact our investment income. Additional increases in interest rates might decrease the value of our investments
in fixed-income securities. If increases in interest rates occur during periods when we sell investments to satisfy liquidity needs, we
may experience investment losses. Conversely, if interest rates decline, reinvested funds and our investment in bank deposits will earn
less than expected.
In terms of credit
risk, our investment portfolio policy is “buy and hold” while minimizing credit risk by setting maximum concentration limit
per issuer and credit rating. Our investments consist primarily of government and corporate bonds and bank deposits. Although we believe
that we generally adhere to conservative investment guidelines, if turmoil in the financial markets reoccurs in the future, it may result
in impairments of the carrying value of our investment assets since we classify our investments in marketable securities as available-for-sale.
Changes in the fair value of investments classified as available-for-sale are not recognized as income (loss) during the period, but rather
are recognized as a separate component of equity until realized. Realized losses in our investments portfolio may adversely affect our
financial position and results. For example, if we had reported all the changes in the fair values of our investments into income (loss),
our reported net loss would have increased by $4.4 million during the year ended December 31, 2022, and our net income would have decreased
by $0.5 million during the year ended December 31, 2021. Any significant decline in our financial income or the value of our investments
as a result of continued high interest rates, deterioration in the credit worthiness of the securities in which we have invested, general
market conditions or other factors could have an adverse effect on our results of operations and financial condition.
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We
rely on information systems to conduct our businesses, and failure to protect these systems against security breaches and otherwise to
implement, integrate, upgrade and maintain such systems in working order could have a material adverse effect on our results of operations,
cash flows or financial condition.
The efficient operation
of our businesses depends on our computer hardware and software systems. For instance, we rely on information systems to process customer
orders, manage accounts receivable collections, manage accounts payable processes, track costs and operations, maintain client relationships
and accumulate financial results. Despite our implementation of industry-accepted security measures and technology, our information systems
are vulnerable to, and have been in the past subject to, computer viruses, attempts to insert malicious codes, unauthorized access, phishing
efforts, denial-of-service attacks and other cyber-attacks, and we expect to be subject to similar attacks in the future as such attacks
become more sophisticated and frequent. A breach of our information systems could result in decreased performance, operational difficulties
and increased costs, any of which could have a material adverse effect on our business and operating results.
Major
disruptions or deficiencies of our information systems could disrupt our operations and cause unanticipated increases in our costs.
We have invested, and
intend to continue to invest, significant capital and human resources in our information systems, including in a project for company-wide
sales, operations and services support systems. Any major disruptions or deficiencies in the design and implementation of our information
systems, particularly those that impact our operations, could adversely affect our ability to process customer orders, ship products,
provide services and support to our customers, bill and track our customers, timely report our financial results and otherwise run our
business.
Our
business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories as well
as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings
with Russian entities by many multi-national businesses across a variety of industries.
As a result of Russia’s
military conflict in Ukraine, governmental authorities in the United States, the European Union and the United Kingdom, among others,
launched an expansion of coordinated sanctions and export control measures, including:
| • |
blocking sanctions on some of the largest state-owned and private Russian financial institutions (and
their subsequent removal from SWIFT); |
| • |
blocking
sanctions against Russian and Belarusian individuals, including the Russian President, other politicians and those with government connections
or involved in Russian military activities;
|
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| • |
blocking sanctions against certain Russian businessmen and their businesses, some of which have significant
financial and trade ties to the European Union; |
| • |
blocking of Russia’s foreign currency reserves and prohibition on secondary trading in Russian
sovereign debt and certain transactions with the Russian Central Bank, National Wealth Fund and the Ministry of Finance of the Russian
Federation; |
| • |
expansion of sectoral sanctions in various sectors of the Russian and Belarusian economies and the defense sector; |
| • |
United Kingdom sanctions introducing restrictions on providing loans to, and dealing in securities issued by, persons connected with
Russia; |
| • |
restrictions on access to the financial and capital markets in the European Union, as well as prohibitions on aircraft leasing operations;
|
| • |
sanctions prohibiting most commercial activities of U.S. and EU persons in Crimea and Sevastopol; |
| • |
enhanced export controls and trade sanctions targeting Russia’s imports of technological goods as a whole, including tighter
controls on exports and re-exports of dual-use items, stricter licensing policy with respect to issuing export licenses, and/or increased
use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs and a prohibition
on exporting luxury goods to Russia and Belarus; |
| • |
closure of airspace to Russian aircraft; and |
| • |
ban on imports of Russian oil, liquefied natural gas and coal to the United States. |
As the conflict in Ukraine
continues, there can be no certainty regarding whether the governmental authorities in the United States, the European Union, the United
Kingdom or other counties will impose additional sanctions, export controls or other measures targeting Russia, Belarus or other territories.
Furthermore, in retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian
financial and currency markets, the Russian authorities also imposed significant currency control measures aimed at restricting the outflow
of foreign currency and capital from Russia, imposed various restrictions on transacting with non-Russian parties, banned exports of various
products and other economic and financial restrictions.
Our business must be
conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by
the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce,
the United Nations Security Council and other relevant governmental authorities. We must be ready to comply with the existing and any
other potential additional measures imposed in connection with the conflict in Ukraine. The imposition of such measures could adversely
impact our business, including preventing us from performing existing contracts, recognizing revenue, pursuing new business opportunities
or receiving payment for products already supplied or services already performed with customers.
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In 2022 and 2021, 7%
and 5%, respectively, of our total revenues were from sales to customers located in Russia. We continuously review and monitor our
contractual relationships with suppliers and customers to establish whether any of them are the target of the applicable sanctions. In
the event that we identify a party with which we have a business relationship that is the target of applicable sanctions, we would immediately
activate a legal analysis of what gives rise to the business relationship, including any contract, to estimate the most appropriate course
of action to comply with the sanction regulations, together with the impact of a contractual termination according to the applicable law,
and then proceed as required by the regulatory authorities. However, given the range of possible outcomes, the full costs, burdens, and
limitations on our and our customer’s and business partners’ businesses are currently unknown and may become significant.
Furthermore, even if
an entity is not formally subject to sanctions, customers and business partners of such entity may decide to reevaluate or cancel projects
with such entity for reputational or other reasons. As result of the ongoing conflict in Ukraine, many U.S. and other multi-national businesses
across a variety of industries, including consumer goods and retail, food, energy, finance, media and entertainment, tech, travel and
logistics, manufacturing and others, have indefinitely suspended their operations and paused all commercial activities in Russia and Belarus.
Depending on the extent and breadth of sanctions, export controls and other measures that may be imposed in connection with the
conflict in Ukraine, it is possible that our business, financial condition and results of operations could be materially and adversely
affected.
Climate
change may have an adverse impact on our business.
Global climate change may result in certain natural disasters occurring more frequently
or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding and many believe that the risks related to
climate change are increasing in both impact and type of risk. While we do not believe there will be significant near-term impacts to
our business and operations due to climate change, long-term impacts remain unknown. These include operational risks impacting, among
other things, our supply chain, our personnel or electrical power availability from climate changed-related weather events as well as
business and regulatory risks. For example, regulatory risks resulting from changes in laws and regulations on climate change may increase
our compliance costs and limit our ability to operate. Similarly, the evolving customer and other stakeholder expectations and regulatory
requirements to reduce carbon emissions could present a risk of loss of business if we are not able to meet those expectations or requirements.
Our
disclosures and initiatives related to environmental, social and governance (ESG) matters expose us to numerous risks, including risks
to our reputation, business, financial performance and growth.
There has been increasing
public focus by investors, customers, environmental activists, the media and governmental and nongovernmental organizations on a variety
of ESG matters, which may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement,
and contracting), impact our reputation, or otherwise affect our business performance. As we identify ESG topics for voluntary disclosure,
we have expanded and, in the future, may continue to expand, our voluntary disclosures in these areas. Statements about our ESG initiatives
and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls
and processes that continue to evolve, and assumptions that are subject to change in the future. If our ESG-related data, processes and
reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG goals on a timely basis, or at all,
our reputation, business, financial performance and growth could be adversely affected. In addition, this emphasis on ESG matters has
resulted and may result in the adoption of new laws and regulations, including new reporting requirements. If we fail to comply with new
laws, regulations or reporting requirements, our reputation and business could be adversely impacted.
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Risks Related to the Market
for Our Ordinary Shares
Yehuda
Zisapel, our chairman of the board, Nava Zisapel, and Roy Zisapel, our President, Chief Executive Officer and director, may exert significant
influence in the election of our directors and over the outcome of other matters requiring shareholder approval.
As of March 26, 2023, Yehuda Zisapel, the Chairman of our Board of Directors, beneficially
owned approximately 4.44% of our outstanding ordinary shares; Nava Zisapel, beneficially owned approximately 6.98% of our outstanding
ordinary shares; and their son, Roy Zisapel, our President, Chief Executive Officer and director, beneficially owned approximately 3.40%
of our outstanding ordinary shares (see Item 6.E “Share Ownership”). As a result, if these shareholders act together,
they could exert significant influence on the election of our directors and on decisions by our shareholders on matters submitted to shareholder
vote, including mergers, consolidations and the sale of all or substantially all of our assets. This concentration of ownership of our
ordinary shares could delay or prevent proxy contests, mergers, tender offers, or other purchases of our ordinary shares that might otherwise
give our shareholders the opportunity to realize a premium over the then-prevailing market price for our ordinary shares. This concentration
of ownership may also adversely affect our share price.
Provisions
of our Articles of Association and Israeli law as well as the terms of our equity incentive plan could delay, prevent or make a change
of control of us more difficult or costly, which could depress the price of our ordinary shares.
The provisions in our
Articles of Association relating to the election of our directors in three staggered classes, the submission of shareholder proposals
for shareholders meetings and the quorum requirement for adjourned shareholder meetings may have the effect of delaying or making an unsolicited
acquisition of our Company more difficult. Israeli corporate and tax laws, including the ability of our Board of Directors to adopt a
shareholder rights plan without further shareholder approval, may also have the effect of delaying, preventing or making an acquisition
of us more difficult. For example, under the Companies Law, upon the request of a creditor of either party to a proposed merger, an Israeli
court may delay or prevent the merger if it concludes that there is a reasonable concern that, as a result of the merger, the surviving
company will be unable to satisfy the obligations of any of the parties to the merger. In addition, our Key
Employee Share Incentive Plan (1997), as amended, or the Share Incentive Plan provides that, in the event of a “Hostile Takeover”
(which is defined to include, among others, an unsolicited acquisition of more than 20% of our outstanding shares), the vesting of all
or a portion of our outstanding equity awards will accelerate, unless otherwise determined by our Board of Directors (or a committee thereof).
As a result, an acquisition of our Company that triggers the said acceleration will be more costly to a potential acquirer. These provisions
could cause our ordinary shares to trade at prices below the price for which third parties might be willing to pay to gain control over
us. Third parties who are otherwise willing to pay a premium over prevailing market prices to gain control of us may be unwilling to do
so because of these provisions.
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Our
share price has been volatile in the past and may be subject to volatility in the future.
The market price for
our ordinary shares, as well as the prices of shares of other technology companies, has been volatile. For example, during 2022 the lowest
closing price of our share was $17.42, compared to the highest closing price of our share of $41.67 during the same year. The volatility
of our share price may have a negative impact on our financial performance as a result of its negative impact on employee retention. Numerous
factors, many of which are beyond our control, may cause the market price and trading volume of our ordinary shares to fluctuate significantly
and decrease further, including:
| • |
operating results that do not meet forecasts by securities analysts; |
| • |
announcements concerning us or our competitors; |
| • |
the introduction of new products and new industry standards; |
| • |
general market conditions and changes in market conditions in our industry; |
| • |
the general state of securities markets (particularly the technology sector); |
| • |
political,
economic and other developments in the State of Israel, the U.S. and worldwide, including, for example, the recent
military conflict in Ukraine; and |
| • |
any of the events underlying any of the other risks or uncertainties set forth elsewhere in this annual
report actually occurs. |
If
we are characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences.
Generally, if for any taxable year, after applying
certain “look through” tax rules, (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the fair
market value of our assets, averaged quarterly over our taxable year, are held for the production of, or produce, passive income, we would
be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. If we are classified as a PFIC,
our U.S. shareholders could suffer adverse U.S. tax consequences, including having gain realized on the sale of our ordinary shares treated
as ordinary income, as opposed to capital gain income, and having potentially punitive interest charges apply to such gain. Similar rules
would apply to certain “excess distributions” made with respect to our ordinary shares.
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For our taxable year
ended December 31, 2022, we do not believe that we should be classified as a PFIC. There can be no assurance, however, that the IRS will
not challenge this treatment, and it is possible that the IRS could attempt to treat us as a PFIC for 2022 and prior taxable years.
The tests for determining PFIC status are applied annually, and require a factual determination that depends on, among other things, the
composition of our income, assets and activities in each taxable year, and can only be made annually
after the close of each taxable year. Furthermore, the aggregate value of our gross assets is likely to be determined in part by reference
to the trading price of our ordinary shares, which could fluctuate significantly. We have
a substantial balance of cash and other liquid investments, which are passive assets for purposes of the PFIC determination. Accordingly,
if our market capitalization declines significantly, it may make our classification as a PFIC more likely for the current or future taxable
years. Accordingly, there can be no assurance that we will not become a PFIC in future taxable years.
U.S. shareholders should consult with their U.S. tax advisors with respect to the U.S. tax consequences of investing in our ordinary
shares. For a more detailed discussion of the rules relating to PFICs and related tax consequences,
please see the section of this annual report titled Item 10.E “Taxation—United States Federal Income Tax Considerations.”
If
a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax
consequences.
Depending upon the aggregate value and voting power of our ordinary shares that U.S.
persons are treated as owning (directly, indirectly, or constructively), we could be treated as a controlled foreign corporation (a “CFC”).
Additionally, because our group consists of 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. If a U.S. person is treated as owning (directly, indirectly or constructively) at
least 10% of the value or voting power of our ordinary shares, such person may be treated as a “U.S. shareholder” with respect
to each CFC in our group (if any), which may subject such person to adverse U.S. federal income tax consequences. Specifically, a U.S.
shareholder of a CFC may be required to annually report and include in its U.S. taxable income its pro rata share of each CFC’s
“Subpart F income,” “global intangible low-taxed income” and investments in U.S. property, whether or not we make
any distributions of profits or income of a CFC to such U.S. shareholder. If you are treated as a U.S. shareholder of a CFC, failure to
comply with these reporting obligations may subject you to significant monetary penalties and may prevent the statute of limitations with
respect to your U.S. federal income tax return for the year for which reporting was due from starting. Additionally, a U.S. shareholder
that is an individual would generally be denied certain tax deductions or indirect foreign tax credits that may otherwise be allowable
to a U.S. shareholder that is a U.S. corporation. We cannot provide any assurances that we will assist investors in determining whether
we or any of our non-U.S. subsidiaries are treated as CFCs or whether any investor is treated as a U.S. shareholder with respect to any
of such CFC, nor do we expect to furnish to any U.S. shareholders information that may be necessary to comply with the aforementioned
reporting and tax paying obligations. The United States Internal Revenue Service provided limited guidance on situations in which investors
may rely on publicly available alternative information to comply with their reporting and tax paying obligations with respect to foreign-controlled
CFCs. U.S. investors should consult their advisors regarding the potential application of these rules to their investment in our ordinary
shares.
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Risks Related to Operations
in Israel
Political,
economic and military instability in the Middle East or Israel may harm our business.
We are incorporated under
Israeli law, and our principal offices and manufacturing and research and development facilities are located in Israel. In addition, the
majority of our key employees, officers and directors are residents of Israel. Accordingly, political, economic and security conditions
in Israel and the surrounding region could directly affect our business and our operations and financial results could be adversely affected
in the event of any political, instability, terrorism, armed conflicts, or other hostilities involving Israel should occur in the
Middle East.
Over the past several
decades, a number of armed conflicts have taken place between Israel and its Arab neighbors, and a state of hostility and violence, varying
in degree and intensity, has existed between Israel and certain other countries or militant groups in the region as well as, since late
2000, between Israel and the Palestinians. These conflicts have strained Israel’s relationship with its Arab citizens, Arab countries
and, to some extent, with other countries around the world. In addition, Israel faces threats, including cyber threats, from more
distant neighbors, such as Iran (which has previously threatened to attack Israel and is believed to have a presence in Syria as well
as influence over Hamas in Gaza and Hezbollah, a militia and political group operating in Lebanon). This situation may potentially escalate
in the future and this instability in the region may affect the global economy and marketplace. There can be no assurance that the political
and security situation will not have any material impact on our business in the future.
Furthermore, some of
our directors, officers and employees are, unless exempt, obligated to perform annual military reserve duty, depending upon their age
and prior position in the army. They may also be subject to being called to active duty at any time under emergency circumstances. Our
operations could be disrupted by the absence, for a significant period, of one or more of these officers or other key employees due to
military service, and any disruption in our operations could harm our business. The full impact on our workforce or business if some of
our officers and employees are called upon to perform military service, especially in times of national emergency, is difficult to predict.
Our commercial insurance
does not cover losses that may occur as a result of events associated with the security situation in the Middle East, such as damages
to our facilities resulting in the disruption of our operations. Although the Israeli government currently covers the reinstatement value
of direct damages that are caused by terrorist attacks or acts of war, we cannot be assured that this government coverage will be maintained
or will be adequate in the event we submit a claim. We could be adversely affected by any major hostilities, including acts of terrorism
as well as cyber-attacks or any other hostilities involving or threatening Israel, the interruption or curtailment of trade between Israel
and its trading partners, a significant downturn in the economic or financial condition of Israel, or a significant increase in the rate
of inflation.
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Furthermore, some neighboring
countries, as well as certain companies, organizations and movements, continue to participate in a boycott of Israeli firms and others
doing business with Israel or with Israeli companies. In the past several years, there have been increased efforts by activists to
cause companies and consumers to boycott Israeli goods based on Israeli government policies. Similarly, Israeli companies are limited
in conducting business with entities from several countries. Restrictive laws, policies or practices directed towards Israel or Israeli
businesses could have an adverse impact on our operating results, financial condition or the expansion of our business.
Furthermore, the Israeli
government is currently pursuing extensive changes to Israel’s judicial system. In response to the foregoing developments, certain
leading international financial institutions, including investment banks, investors and key economists, have indicated several causes
for concern, including that such proposed changes, if adopted, may cause a downgrade to Israel’s sovereign credit rating and Israel’s
international standing, which would adversely affect the macroeconomic condition in which we operate, and also potentially deter foreign
investment into Israel or Israeli companies, which may, among other things, hinder our ability to raise additional funds, if deemed necessary
by our management and board of directors.
The
tax benefits we may receive in connection with our preferred enterprise program require us to satisfy prescribed conditions and may be
terminated or reduced in the future. This would increase taxes and decrease our net profit.
We have in the past benefited,
and currently benefit, from certain government programs and tax benefits in Israel, including in connection with our preferred enterprise
program (see under Item 10.E “Taxation—Israeli Tax Considerations”). To remain
eligible to obtain such tax benefits, we must continue to meet certain conditions. If we fail to comply with these conditions in the future,
the benefits we receive could be cancelled, and we may have to pay certain taxes. We cannot guarantee that these programs and tax benefits
will be continued in the future, at their current levels or at all. If these programs and tax benefits are ended, our tax expenses
and the resulting effective tax rate reflected in our financial statements may increase and as such our business, financial condition
and results of operations could be materially and adversely affected.
We
have obtained benefits from the Israeli Innovation Authority that subject us to ongoing restrictions.
We have in the past received,
and in the future may apply for, royalty-bearing or non-royalty bearing grants from the Israeli Innovation Authority (formerly known as
the Office of the Chief Scientist of the Israeli Ministry of Economy and Industry), or the IIA, for research and development programs
that meet specified criteria pursuant to the Law for the Encouragement of Research, Development and Technological Innovation in Industry,
1984 (formerly known as the Law for Encouragement of Research and Development in Industry, 1984), and the regulations promulgated thereunder,
or the Innovation Law. The terms of the IIA grants limit our ability to manufacture products outside of Israel or to transfer technologies
in or outside Israel if such products or technologies were developed using know-how developed with or based upon IIA grants. In addition,
a change of control in us and the acquisition of 5% or more of our ordinary shares by a non-Israeli may require notification to the IIA
and the provision of an undertaking to comply with the Innovation Law, some of the principal restrictions and penalties of which are the
transferability limits described above and elsewhere in this annual report.
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It
may be difficult to enforce a U.S. judgment against us or our officers and directors and to assert U.S. securities laws claims in Israel.
We are incorporated under
the laws of the State of Israel, our corporate headquarters is located in Israel and several of our current officers and directors reside
in Israel. Service of process upon us, our Israeli subsidiary, our directors and officers and the Israeli
experts, if any, named in this annual report, substantially all of whom reside outside the United States, may be difficult to obtain
within the United States. Furthermore, because a majority of our assets and investments, and substantially all of our directors, officers
and such Israeli experts are located outside the United States, any judgment obtained in the
United States against us or any of them may be difficult to collect within the United States
and may not be enforced by an Israeli court.
We
have been informed by our legal counsel in Israel that it may also be
difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim
based on an alleged violation of U.S. securities laws if they determine that Israel is not the
most appropriate forum to bring such a claim. In addition, 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. There is little binding case law in Israel addressing
these matters. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact, which can be
a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.
Subject to specified
time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may
enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability provisions of the U.S. securities laws
as well as a monetary or compensatory judgment in a non-civil matter, only if the following key conditions
are met:
| • |
subject to limited exceptions, the judgment is final and non-appealable; |
| • |
the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state;
|
| • |
the judgment was rendered by a court competent under the rules of private international law applicable in Israel; |
| • |
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; |
| • |
adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;
|
| • |
the judgment is enforceable under the laws of State of Israel and its enforcement is not contrary to the law, public policy, security
or sovereignty of the State of Israel; |
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| • |
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
and |
| • |
an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted
in the U.S. court. |
Your rights
and responsibilities as a shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities
of shareholders of U.S. companies.
The rights and responsibilities
of the holders of our ordinary shares are governed by our Articles of Association and Israeli law. These rights and responsibilities differ
in some respects from the rights and responsibilities of shareholders in typical U.S.-based corporations. For example, a shareholder of
an Israeli company has a duty to act in good faith toward the company and other shareholders and to refrain from abusing its power in
the company, including, among other things, in voting at the general meeting of shareholders on matters such as amendments to a company’s
articles of association, increases in a company’s authorized share capital, mergers and acquisitions and interested party transactions
requiring shareholder approval. In addition, a shareholder who knows that it possesses the power to determine the outcome of a shareholder
vote or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the company.
There is limited case law available to assist us in understanding the implications of these provisions that govern shareholders’
actions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are
not typically imposed on shareholders of U.S. corporations.
| ITEM 4. |
INFORMATION ON THE COMPANY |
A.
History and Development of the Company
Corporate
History and Details
Radware Ltd. was organized
in May 1996 as a corporation under the laws of the State of Israel and commenced operations in 1997. Our principal executive offices are
located at 22 Raoul Wallenberg Street, Tel Aviv 6971917, Israel and our telephone number is 972-3-766-8666. Our website address is www.radware.com
(information contained on our website is not incorporated herein by reference and shall not constitute part of this annual report).
In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC: http://www.sec.gov.
As of September 1, 1998,
we established Radware Inc., our wholly owned subsidiary in the United States (Radware US), which conducts the sales and marketing of
our products and services in the Americas and is our authorized representative and agent in the United States. The principal offices of
Radware US are located at 575 Corporate Dr., Lobby 2, Mahwah, New Jersey 07430 and its telephone number is 201-512-9771. We also have
several other wholly owned subsidiaries worldwide handling primarily local support and promotion activities.
In
September 1999, we conducted the initial public offering of our ordinary shares that commenced trading on the Nasdaq.
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39 -
In the past decade we
have made several acquisitions, including, most recently (February 2022), the acquisition of the technology and operations of DC Security
Ltd. (previously known as SecurityDAM Ltd. (SecurityDAM)), a related party and a cloud DDoS network operator that supplied us with scrubbing
center services used for the provision of our cloud DDoS Protection Service.
Recent
Major Business Developments
In February 2022, we
announced a strategic initiative to accelerate the growth of our cloud security business, which entails, among other things, the acquisition
of the technology and operations of SecurityDAM, growing our innovation center in India, and expanding our cloud service capacity and
delivery network. For additional details, see also Item 7.B “Related Party Transactions.”
In May 2022, we announced
the launch of SkyHawk (CNP) Security Ltd., or SkyHawk Security, a spinoff of our Cloud Native Protector business with a strategic external
investment of an affiliate of Tiger Global Management.
For recent major product
activities, see Item 4.B “Business Overview—Our Solutions” under the captions “Recent Solution Offering Activities”
and “Recent Technology Partnerships Activity.”
For a discussion of our
capital expenditures and divestitures, see Item 5.B “Liquidity and Capital Resources - Principal Capital Expenditures and Divestitures.”
B.
Business Overview
Overview
We are a provider of
cyber security and application delivery solutions for cloud, on-premise, and software defined data centers (SDDC). Our solutions secure
the digital experience by providing infrastructure, application, and network protection and availability services to enterprises globally.
Our solutions are deployed by, among others, enterprises, carriers and cloud service providers.
Our solutions are offered
in two main categories:
| • |
Products
– We offer a range of cloud-based subscriptions, on-premise products, software products and product subscriptions (or a combination
of these) to our customers. |
| • |
Services – We
offer technical support, professional services, managed services and training and certification to our customers. |
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40 -
The sections below provide
an overview of our key solutions and services according to the above GTM targets.
Our
Products
Our
cloud-based subscription
offering consists of the following key cloud-based subscriptions:
| o |
Cloud DDoS
Protection Service. Our
Cloud DDoS Protection Service provides a full range of enterprise-grade DDoS protection services in the cloud. Based on our DDoS protection
technology, it aims to offer organizations wide security coverage, accurate detection and short time to protect from today’s dynamic
and evolving DDoS attacks. We offer a multi-vector DDoS attack detection and mitigation service, handling network-layer attacks, server-based
attacks and application-layer DDoS attacks. |
Our Cloud DDoS Protection
Service is offered in multiple deployment options to meet an organization’s specific needs:
| ◾ |
Always-On
Cloud DDoS Protection Service. This
service provides always-on protection where traffic is always routed through Radware’s cloud security scrubbing centers with no
on-premise device required for detection and mitigation. This service is recommended for organizations that have applications hosted in
the cloud or those that are not able to deploy an on-premise attack mitigation device in their data center. |
| ◾ |
Always-On
Hybrid Cloud DDoS Protection Service. This service integrates
with our on-premise DDoS Protection device. The traffic is mitigated in the on-premise device and diverted through Radware’s cloud
security scrubbing centers upon a large volumetric DDoS attack that aims to saturate the internet pipe. This service is recommended for
organizations that place a high premium on the user experience and wish to avoid even the slightest possible downtime as a result of DDoS
attacks. |
| ◾ |
On-Demand
Cloud DDoS Protection Service. This service protects against
internet pipe saturation and is activated when the attack threatens to saturate the organization’s internet pipe. This service is
recommended for organizations that are looking for the lowest cost solution and are less sensitive to real-time detection of DDoS attacks.
|
| ◾ |
On-Demand
Cloud Hybrid DDoS Protection Service. The on-premise
DefensePro device detects and mitigates all types of DDoS attacks in real-time, while volumetric DDoS attacks are diverted and mitigated
in the cloud. This service is recommended for organizations that can deploy an on-premise device in their data centers. |
| o |
Cloud WAF
Service. Our
Cloud WAF Service provides enterprise-grade, continuously adaptive web application and API protection. Based on our ICSA Labs certified
web application firewall, it provides full coverage of OWASP Top-10 threats and automatically adapts protections to evolving threats and
protected assets. Cloud WAF service includes built-in DDoS protection, integrated bot mitigation and application analytics to simplify
security event management by taking massive amounts of alerts and consolidating them into a small, manageable set of user activities.
With our SecurePath™ architecture, Cloud WAF Service can be easily deployed as an API-based, out-of-path service across any hybrid
or cloud environment, securing applications with centralized visibility and management console. Our Cloud WAF is available in two packages: |
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| o |
Enterprise
Package: Includes a comprehensive web security coverage,
including OWASP Top-10, advanced attacks and zero-day attack protection, that is fully managed and monitored 24x7 and designed to guarantee
service availability at any given time with protection against today’s emerging web application and DDoS attacks. |
| o |
Enterprise
Premium Package: Includes all web security and managed
services offered in the Enterprise package, in addition to a dedicated technical account manager and ERT expert as well as pre and post
attack alerts and reports and ongoing updates from Radware’s security experts. |
| o |
Bot Manager.
Our Bot Manager provides comprehensive protection of web applications, mobile apps and APIs from automated threats like bots. Bot Manager
provides precise bot management across all channels by combining behavioral modeling for granular intent analysis, collective bot intelligence
and fingerprinting of browsers, devices and machines. It is designed to protect against all forms of account takeover (credential stuffing,
brute force, etc.), denial of inventory, DDoS, ad and payment fraud and web scraping to help organizations safeguard and grow their online
operations. |
| o |
Cloud Native
Protector (CNP) Service. The CNP service
provides an agentless cloud-native security solution for
applications, workloads and infrastructure hosted on AWS and Microsoft Azure. The CNP service offers multi-layered protection to reduce
risk by continuously verifying compliance against multiple security standards, identifying publicly exposed assets, keeping track of asset
inventory with prioritized cross-cloud visibility, fortifying the cloud threat surface with context-aware smart hardening, and providing
advanced attack detection and remediation capabilities to stop data theft attempts. |
| o |
Cloud Application
Protection Services. Our Cloud Application Protection Services
secures business applications through a single platform, including WAF, bot management, API protection and application DDoS protection.
Our Cloud Application Protection Services offers the following application security capabilities: |
| ◾ |
Protect Digital Assets and Data. Our Cloud Application Protection Services protects digital assets and
customer data in multiple environments, such as on-premise, virtual clouds, private clouds, public clouds, hybrid environments, or Kubernetes.
|
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| ◾ |
Protect Against OWASP Vulnerabilities. Our solution protects against various known attack vectors, including
the OWASP Top 10 Web Application Security Risks, Top 10 API Security Vulnerabilities and Top 21 Automated Threats to Web Applications.
|
| ◾ |
Protect Against Zero-Day Attacks. Our positive security model assists in stopping unknown threats in
their tracks. Our machine-learning analysis engine continuously studies application traffic and end-user behavior to build and enhances
security policies that reduce exposure to zero-day attacks. |
| ◾ |
Detect, Manage, and Mitigate Bots. Our solution detects and distinguishes between “good”
bots and “bad” bots to protect websites, mobile apps and APIs against a wide range of application attacks such as account
takeover credential, denial of inventory, ad and payment fraud, web scraping and more. |
| ◾ |
Protect APIs. API attacks are a rapidly growing threat to business applications and customer data. Our
solution combines behavioral analysis and policy automation to protect evolving API matrix from increasingly sophisticated API assaults.
|
| ◾ |
Mitigate Application-Level DDoS Assaults. Our DDoS protection technologies detect and mitigate HTTP-based
DDoS assaults. Utilizing a patented keyless SSL protection technology, it keeps applications protected while maintaining user data confidentiality
and compliance with privacy regulations. |
Our
physical and software products consist of the following key products:
| o |
DefensePro Attack Mitigation
Device. DefensePro® is a real-time
network attack mitigation device that protects the data center and application infrastructure against network and application denial of
service, application vulnerability exploitation, network anomalies and other emerging network attacks. |
| o |
Radware Kubernetes WAF. Radware
Kubernetes WAF is a Web Application Firewall solution for CI/CD environments orchestrated by Kubernetes. Our Kubernetes WAF integrates
with common software provisioning, testing and visibility tools in the CI/CD pipeline offering both IT security and DevOps personnel detailed
insight down to the pod and container levels, and enables organizations to implement application and data security in on-premise and cloud-based
implementations. |
| o |
Cyber Controller.
Our Cyber Controller is a unified solution for management, configuration and attack lifecycle. The Cyber Controller provides enhanced
security, increased visibility and an improved user experience via multiple security operation dashboards for a unified view into attack
lifecycle and mitigation analysis for both inline and out-of-path DDoS deployments. Cyber Controller provides network analytics with comprehensive
visibility of traffic statistics during peacetime and attack, simplified management and configuration with unified visibility and control.
|
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43 -
| o |
Alteon®
Application Delivery Controller (ADC). Alteon is our application
delivery and security solution that manages application traffic across cloud and data center locations, optimizing availability and performance.
It provides advanced, end-to-end local and global load balancing capabilities for web, cloud and mobile-based applications. Alteon integrates
multiple application protection services to provide protection against an array of cyberthreats. Alteon’s analytics also provides
insightful visibility so that IT managers can manage and guarantee application service level agreement (SLA) and stay ahead of cyberattacks.
|
We
offer Alteon ADC in three different packages (available on each of its models and throughput levels) to address different deployment scenarios
and needs:
| • |
Alteon Deliver Package. For
applications that require high performance ADCs with advanced layer 4-7 ADC functionality. |
| • |
Alteon Perform Package.
For deployments requiring performance optimization, advanced application performance monitoring, global server load balancing, link load
balancing and automated/optimized ADC service operation. |
| • |
Alteon Secure Package.
For applications that require our most advanced protections, including an embedded Web Application Firewall (WAF) module, authentication
gateway, bot management, threat intelligence feeds (ERT Security Updates Service, ERT Active Attackers Feed and ERT Location-based Mitigation)
and SSL processing from perimeter security devices (with its embedded SSL inspection module). |
| o |
LinkProof
NG. LinkProof® NG is a multi-homing and enterprise
gateway solution that allows service level availability and continuous connectivity of enterprise and cloud-based applications. It is
an application-aware multi-homing and link load balancing module that delivers 24/7 continuous connectivity and service level assurance,
improved performance and cost-effective scalability of bandwidth for corporate and cloud-based applications. |
Our
product-based subscription
offering consists of the following product-based subscriptions:
| o |
ERT Security Updates Subscription
(SUS). Our Security Update Subscription is a security-advisory
and managed monitoring and detection system dedicated to protecting network elements, hosts and applications against the latest security
vulnerabilities and threats. The Security Update Subscription delivers periodic, emergency and custom attack signature updates to subscribers
to protect against known attack patterns. The service is available for DefensePro and Alteon Integrated WAF. |
| o |
ERT Active Attackers Feed.
Our ERT Active Attackers Feed (EAAF) is a threat intelligence feed designed to protect against emerging DDoS threats, including those
involving Internet of Things (IoT) botnets and new DNS attack vectors. The EAAF subscription enhances our attack mitigation solution by
identifying and blocking IP addresses involved in major attacks in real time to offer preemptive protection from known attackers. This
subscription is available for DefensePro, Alteon ADC and Cloud Application Protection Services. |
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| o |
ERT Protection Packages. Our
ERT Protection packages bundle our ERT services into two packages: ERT Silver Protection Package and ERT Gold Protection Package. ERT
Silver Protection Package consolidates ERT Security Update Subscription, ERT Active Attackers Feed, and Location-based Mitigation. ERT
Gold Protection Package includes ERT under Attack Service on top of the ERT Silver Package. |
| o |
Alteon Global Elastic License
(GEL). Alteon GEL is a purchasing and deployment subscription
that enables a high level of flexibility for ADC services across datacenters, private and public clouds. GEL enables dynamic ADC capacity
allocation and the ability to move that capacity across environments, without having to invest separately in a dedicated ADC infrastructure
for each and every location where organization’s applications are deployed (e.g. on premise, public cloud etc.). This application
delivery licensing model helps to eliminate planning risks in the purchase and deployment of ADC services, enabling continuous investment
protection of the ADC infrastructure throughout its lifecycle duration. |
| o |
APSolute Vision.
APSolute Vision is the network management tool and network monitoring tool for the Radware family of cyber security and application delivery
solutions. It provides our customers immediate visibility to health, real-time status, performance and security of our products from one
central, unified console (even if the customer has multiple data centers). A vision analytics module provides an intuitive, customizable
GUI with granular forensic insights into application performance, denial-of-service and web application attacks. |
| o |
MSSP Portal.
The Managed Security Service Provider (MSSP) Portal is a turnkey, multi-tenant DDoS detection and mitigation service portal. The Portal
collects and aggregates security attack measurement and events (including traffic utilization, attack distribution and alerts) and displays
them in real-time and historical reports. Our MSSP Portal enables service providers to resell cyber security mitigation services to their
customers as a managed service. |
| o |
Location-based Mitigation. Our
location-based mitigation solution is a subscription offering that enables network traffic filtering by countries and regions based on
the geolocation mapping of IP subnets. The subscription also supports per-policy block and allow lists, making it a beneficial solution
for carriers and service providers that wish to protect multitenant networks. The subscription helps organizations comply with global
and industry regulation requirements such as the Office of Foreign Assets Control and others. This subscription is available for DefensePro
and Alteon ADC. |
Customer
Services
We offer technical support, professional services, managed services
and training and certification to our customers. Our key customer services consist of the following:
| o |
Certainty Support
Program. We offer technical support for all our products through our Certainty
Support Program. Certainty support levels include: |
| o |
Basic.
This level provides business day access, including weekends from 9 a.m. to 5 p.m. (local time) to technical support center services, and
technical documentation, either via the Web, e-mail or direct phone support during working days. New software releases are available for
units covered under the certainty support program. |
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| o |
Standard.
This level increases access to the technical support center 24/7/365 and adds next business day replacement of failed hardware and waives
customer shipping costs. |
| o |
Advanced.
This level increases the certainty support level standard to four hours' replacement of failed hardware advanced replacement.
|
| o |
Professional Services.
Our professional services group is staffed by a global team of experts possessing extensive knowledge and experience in security and application
delivery both in data centers and the cloud. The group offers a full range of services to design, implement, automate and optimize our
customer solutions. We offer the following key professional services: |
| o |
Design and Planning.
This service plans and designs applications for future growth with Radware engineers. The service starts with a review of business goals,
network optimization assessment and an overview of application architecture and security requirements to help create a comprehensive deployment
plan that is tailored to organizational IT requirements. |
| o |
Application and Security Optimization
Services. This service analyzes and reviews the current
implementation and design and provides recommendations to help optimize the system and achieve business goals. |
| o |
Resident Engineer.
Our Resident Engineer service is a proactive on-site engineer who performs operations, design and automation activities. From initial
deployment to ongoing management and day-to-day operation, our Resident Engineer service decreases the time demands on our customers’
staff, allowing them to focus on their core business. |
| o |
Technical Account Manager.
Our technical account manager (TAM) is a proactive consultant that implements best practices, provides guidance and optimizes networking
and application resources. |
| o |
ERT Service.
Our Emergency Response Team (ERT) is a group of security experts available 24x7 for proactive security support services for customers
facing an array of application- and network-layer attacks. These services include: |
| o |
ERT Managed Security Service.
Our ERT offers a fully managed application- and network-security service. The service covers a broad range of attack types from different
forms of DDoS to a variety of application attacks against our customers’ servers or data centers. It includes immediate response,
onboarding, consulting, remote management and reporting. |
| o |
ERT Under-Attack Service. The
ERT under-attack service offers 24x7 access to a security expert within 10 minutes. The ERT engineer will take the lead, fight off attacks
and provide postmortem analysis of security events. The ERT under-attack service lets organizations know there is someone to rely on,
guaranteeing support throughout the attack life cycle from the moment it begins. The ERT experts are available 24x7 and assist large enterprises
worldwide with complex multi-vector attacks against their networks, data centers and application services. |
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Recent
Solution Offering Activities
During 2022, we announced
a strategic initiative that focuses on cloud and application security. This initiative consists of the following:
| • |
In response to the ever-increasing volume of attacks and strong business demand, we have continued to expand our Cloud Security Services
network: |
| o |
We have acquired the assets and operation of SecurityDAM, our DDoS scrubbing centers provider, including its scrubbing centers infrastructure,
India innovation center, cloud services division and technology, operations, and headcount. |
| • |
We have expanded our Cloud Security Service capacity to mitigate DDoS attacks of up to 12Tbps. We have announced the opening of additional
Cloud Security centers in Milan, Italy, Dubai, UAE, Taipei, Taiwan and Santiago, Chile. We have continued our investment to extend
our Application Security services portfolio to enhance protection against emerging attacks and adapt our solutions to multi-cloud and
hybrid-cloud environments: |
| o |
We have introduced SecurePath™, a new cloud-based application security architecture for our Cloud Application Protection Services.
The SecurePath architecture helps organizations protect applications deployed in multi- and hybrid-cloud environments. Built with a dual
deployment model that departs from traditional industry paradigms, SecurePath addresses the need for security that delivers full application
visibility and centralized security management regardless of where applications are deployed. |
| o |
We extended our cloud application security offering, adding fully automated API Discovery capabilities. These capabilities, combined
with newly automated security policy optimization, are part of our integrated Cloud Application Protection Services, which includes
WAF, Bot Management, API security, and DDoS protection. |
| o |
We have added an automated security policy refinement capability to our Cloud Application Protection Services. A primary challenge
of application protection is keeping pace with application development and new threats while maintaining accurate security policies with
minimal false-positives. The automated policy refinement capability continuously reviews log files in predefined intervals, identifies
anomalies with a high level of accuracy and automatically suggests policy refinements for the ERT team to examine and prioritize, and
for customers to review and approve. The result is a more accurate, tighter protection with fewer false positives. |
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| o |
We have added to our cloud security services (Cloud DDoS protection and Cloud Application Protection
Services) protection against Application DDoS flood attacks. HTTP and HTTPS attacks have become prevalent, and attackers use sophisticated
dynamic techniques to bypass standard detection methods. The new capability detects and mitigates a variety of application attacks, including
HTTP DDoS Tsunamis, HTTP bombs, low-and-slow assaults, Brute Force attacks, as well as new, unknown and zero-day attacks. |
| o |
We have enhanced our Bot Manager with a new set of crypto mitigation algorithms. Based on blockchain methodologies, the algorithms
help close security gaps that let sophisticated bots evade traditional CAPTCHA solutions to harm a website or application. At the same
time, they enable genuine website visitors to enjoy a CAPTCHA-free user experience. |
| • |
We have added to our Cloud DDoS Protection service a new module of Cloud Network Analytics. The Network Analytics service provides
users with detailed, granular insight into network traffic, network services in use, and much more. The Network Analytics service allows
administrators to eliminate errors when planning network deployments and stay ahead of DDoS threats via early detection of network abuse
and intrusion. |
| • |
We have announced a new terabit DDoS mitigation platform, DefensePro® 800. The new evolution in our DefensePro product
series offers Tier-1 service providers and large enterprises the complete set of protection capabilities and performance needed to meet
new network requirements related to 5G, edge computing, and network virtualization, as well as the significant increase in bandwidth demand.
DefensePro 800 is equipped with 400G interfaces and delivers an attack prevention rate up to 1.2 billion packets per second (PPS) and
a mitigation capacity up to 800 gigabits per second (Gbps). |
| • |
We have announced the spinoff of our Cloud Native Protector (CNP) business to form SkyHawk Security. With this spinoff, we are creating
a company focused solely on the CNP market. This will enable us to add more RD, sales, and marketing personnel to cover the
market opportunity faster and in a more dedicated fashion. Forming a new company allows us to invest more in the business while at the
same time not to limit Radware’s investments in our critical areas of Application Protection, DDoS Protection and Application Delivery.
This spinoff does not change our sales go-to-market strategy and approach. Radware will continue to sell CNP as part of our portfolio,
and our support and services for existing customers will remain the same. |
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We continued to add capabilities
to our Alteon ADC including:
| • |
ADC automation in private cloud environment: To enable simplified management of application delivery services, we have integrated
Alteon with orchestration systems such as VMware, vRealize Orchestrator and OpenStack, as well as automation tools such as Ansible and
REST API. This allows IT administrators and DevOps teams to automate all ADC solution lifecycle tasks, including spinning up Alteon VA
instances (Day 0), L2-L3 instance configuration (Day 1), application delivery service deployment (Day 2) and maintenance (Day 3).
|
| • |
Alteon integration with our Cloud WAF solution: As part of our SecurePath architecture, customers can protect on-premise applications
through our Cloud WAF, without the hassle of diverting traffic, sharing SSL keys or adding latency, while providing application protection
consistency in multi- and hybrid-cloud environments. |
Recent
Technology Partnerships Activities
During 2022, our key
activities regarding our offerings through technology partners and solution providers consisted of the following:
| • |
We continued our investment in the OEM agreement with Israeli-based Check Point Software Technologies Ltd. (Check Point) by adding
API protection to the Check Point offering. Check Point now offers their customers a full suite of managed cloud security- as-a-service,
including WAF, API protection, Bot Manager and DDoS Protection. |
| • |
We announced our
entry into a multi-year agreement to expand our partnership with Presidio, Inc. (Presidio), a global digital services and solutions
provider that accelerates business transformation through security technology modernization. To protect its customers’ on-premise,
cloud, and hybrid environments, Presidio is adding Radware’s Cloud Application Protection Services and DDoS protection
solutions, and Cloud Native Protector to its cyber security suite. |
Our Competitive Strengths
Our solutions incorporate
proprietary and innovative cyber security and application delivery technologies that help our customers to secure the digital experience
for users of business-critical applications. We believe our competitive strengths are based on several elements, including the following:
| • |
Innovation, Proprietary Technologies
and Thought Leadership. We are offering innovative solutions
in our domain. We were one of the first companies to offer hybrid attack mitigation solutions; behavioral DDoS attacks detection with
automated real-time signature creation for attack mitigation; device fingerprinting technology implementation for Bot-based attacks detection;
auto-policy generation for our WAF solution; protection against encrypted attacks without opening the sessions for DDoS protection; and
artificial intelligence (AI) to detect attacks targeting workloads in public clouds. We believe this has given us significant expertise,
know-how and leadership in the market for cyber-attack mitigation solutions, and we take part in many technology communities, standard
organizations and open source projects. At the same time, we continue to invest in research and development of cyber security and application
delivery technologies in order to introduce new and innovative solutions, which are supported and protected by multiple patents and proprietary
rights. |
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| • |
Automation. We
are offering automated attack detection and mitigation solutions that reduce the total cost of ownership of cyber security solutions,
including behavioral analysis technology to detect zero-day DDoS attacks; automated real-time signature creation for DDoS attacks mitigation;
intent-based behavioral analysis and machine learning models to detect automated Bot attacks; and machine learning (positive security
model) to detect zero-day web application attacks. |
| • |
Wide attacks coverage.
Our solutions offer a wide coverage against attacks, including mitigation of all four generations of Bot attacks; negative and positive
security models to defend against known (OWASP top-10) and zero-day web application attacks (standard solutions typically cover OWASP
top-10 attacks only); and advanced DDoS attacks protection such as DNS flood attacks, burst floods, SSL flood attacks and IoT botnets.
|
| • |
Industry Awards.
We gained multiple industry awards during 2022, including the following: |
| o |
Quadrant Knowledge Solutions – 2022 DDoS Mitigation SPARK Matrix™, June 2022 -- Leader |
| o |
Quadrant Knowledge Solutions – 2022 WAF SPARK Matrix™, December 2022 -- Leader |
| o |
Quadrant Knowledge Solutions – 2022 Bot Management SPARK Matrix™, October 2022 -- Leader |
| o |
Gartner Magic Quadrant for Web Application and API Protection (WAAP) – August 2022, Visionary |
| o |
Gartner Critical Capabilities for Cloud Web Application and API Protection (WAAP) – September 2022, #2 in API High Security
|
| o |
Forrester Research – The Forrester Wave™: Cloud Workload Security, Q1 2022 – March 2022, Contender |
| o |
Kuppinger Cole Analysts – WAF Leadership Compass: July 2022, Overall Leader, Market Champion, Innovation Product, and Technology
Leader |
| o |
GigaOm Research – GigaOm Radar for Application and API Protection: March 2022, Leader and Outperformer |
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| o |
Aite-Novarica Group – Aite Matrix™ Leading Bot Detection and Management Providers, August 2022, Best-In-Class |
We are not responsible
for any of these awards or the entities or publications that award them.
Our
Growth Strategy
Our growth strategy is based on several
key elements:
| • |
Focus on cloud and application
security. We aim to offer superior and innovative cyber security
solutions and cloud-based solutions and expand our portfolio in these two dimensions. We also invest in go-to-market efforts related to
cloud security services and public cloud solutions. |
| • |
Invest in data center solutions.
We continue to develop and sell holistic cyber security and application delivery solutions for physical, cloud and hybrid data centers
and cloud applications. |
| • |
Increase our market footprint.
We believe that a significant market opportunity exists to sell our solutions with the complementary products and services provided by
other organizations with whom we wish to collaborate. To that end, we have already established strategic relationships with various third
parties, including leading global-class partners, such as Cisco, Check Point and Nokia, which provide critical access to certain large
customers allowing us to sell our solutions. We intend to further increase our market footprint through collaboration with leading partners.
|
| • |
Expand our footprint in the
medium sized enterprise market. The needs of the mid-market
enterprises regarding the management of cyber security risks are substantially similar to the needs of the large enterprise market, but
their capacity and access to skilled talent are more limited. We believe that our fully managed cloud security services can be a great
fit for this market, and we intend to further expand our market footprint in this segment. |
| • |
Pursue acquisitions and investments.
In order to achieve our business objectives, we may evaluate and pursue the acquisition of, or significant investments in, other complementary
companies, technologies, products and/or businesses that enable us to enhance and increase our technological capabilities and expand our
product and service offerings. |
Sales and Marketing
Sales.
We market and sell our products and services primarily
through indirect sales channels that consist of distributors and resellers located in North, Central and South America, Europe, Africa,
Asia and Australia. In addition, we generate direct sales to selected customers mainly in the United States. Our direct sales channels
are supported by our sales and marketing managers who are also responsible for recruiting potential distributors and resellers and for
initiating and managing marketing projects in their assigned regions. The sales managers are supported by our internal sales support staff
that help generate and qualify leads for the sales managers. We have subsidiaries and representative offices and branches in multiple
countries to cover the above mentioned regions (see Item 4.C “Organizational Structure”), to promote and market our products
and services and provide customer support in their respective regions.
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Marketing.
Our marketing strategy is to enhance brand recognition
and maintain our reputation as a provider of technologically advanced, quality cyber security and application delivery solutions to help
drive demand for our products and services. We seek to build upon our marketing and branding efforts globally to achieve greater
worldwide sales and leverage sophisticated digital platforms and activity to scale our presence globally. Our marketing initiatives are
principally directed at developing brand awareness, optimizing our digital presence, searchability and awareness, generating qualified
leads and providing sales and marketing tools to our distributors/resellers to promote sales. We participate in major trade shows and
virtual events, regionally based events/seminars and offer support to our distributors and resellers who participate in these events.
We also participate in our partners’ events, such as Cisco Live and Checkpoint Experience, to promote our solutions within their
audiences. Additionally, we focus on our customer base to deliver an integrated Customer 360 experience including regular communications,
facilitating support and training needs, maximizing customer lifetime value and developing customer advocacy. We also invest in online
and search engine advertising campaigns, public relations and regionalized field marketing campaigns. In addition to our independent marketing
efforts, we invest in joint marketing efforts with our distributors, OEMs, VARs, GSIs and other companies that have formed strategic alliances
with us.
Customers and End-Users
With the exception of
our limited direct sales to selected customers, we sell our products and services through distributors or resellers who then sell our
products and services to end-users.
We have a globally diversified
end-user base, consisting of corporate enterprises, including banks, insurance companies, manufacturing, retail companies, media companies,
government agencies and utilities, and service providers, such as telecommunication carriers, internet service providers, cloud service
providers and application service providers. Customers in these different vertical markets deploy Radware products for availability, performance
and security of their applications.
In 2022, approximately
42% of our revenues were in the North, Central and South America (principally in the United States), 36% were in Europe, Middle East and
Africa (EMEA) and 22% in Asia-Pacific, compared to 45%, 34% and 21%, respectively, in 2021, and 46%, 31% and 23%, respectively, in 2020.
Other than the United States, which accounted for 32% of our total revenues in 2022, no other single country accounted for more than 10%
of our revenues for 2022, 2021 and 2020.
In 2022, approximately
59% of our revenues derived from product sales and 41% derived from service sales, compared to 59% and 41%, respectively, in 2021
and 53% and 47%, respectively, in 2020.
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In 2022, approximately
74% of our revenues derived from the enterprise market and 26% derived from the carrier market, compared to approximately 73% and 27%,
respectively, in 2021 and 71% and 29%, respectively, in 2020.
As of December 31, 2022,
2021 and 2020, no single customer accounted for more than 10% of our revenues.
For additional details
regarding the breakdown of our revenues by geographical distribution and by activity, see Item 5.A – “Operating Results.”
Seasonality
Our quarterly operating
results have been, and are likely to continue to be, influenced by seasonal fluctuations in our sales and by
seasonal purchasing patterns of some of our customers. Our operating results in the fourth quarter tend to be higher than other
quarters as some of our customers tend to make greater capital and operational expenditures as well as expenditures relating to service
renewals towards the end of their own fiscal years, thereby increasing orders for our products, support and subscription services in the
fourth quarter.
Customer Support Services
Our technical support
team, which consisted of 364 employees worldwide as of December 31, 2022, supports our sales force during the sales process, assists our
customers, resellers and distributors with the initial installation, set-up and ongoing support of our products, and trains them on how
to best use our solutions. The technical support team also assists with service onboarding processes and provides training to end-users
of our services. In addition, our technical team trains and certifies our distributors and resellers to provide limited technical support
in each of the geographical areas in which our products are sold and is directly responsible for remote support. Our Certainty Support
Program offerings allow customers to automatically obtain new software versions of their products and obtain optimized performance by
purchasing any of the following optional offerings: extended warranty, software updates, 24x7 help-desk (directly to our customers and
through our distributors), on-site support and unit replacement. Some of our on-site services are provided by third-party contractors.
Research and Development
We invest in research
and development to expand and enhance the features of our existing solutions, to develop new solutions and features and to improve our
existing technologies and features. We believe that our future success is dependent upon our ability to maintain our technological expertise,
enhance our existing solutions and introduce, on a timely basis, new commercially viable solutions that will address the needs of our
customers. Accordingly, we intend to continue devoting a significant portion of our personnel and financial resources to research and
development. In order to identify market needs and to define appropriate product specifications, as part of the product development process
we seek to maintain close relationships with current and potential distributors, customers and vendors in related industry sectors.
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As of December 31, 2022,
our research and development staff consisted of 419 employees and 75 subcontractors. Research and development activities take place mainly
at our facilities in Israel; Bangalore, India; Vancouver, Canada; and North Carolina, United States. We employ established procedures
for the required management, development and quality assurance of our new product developments. Our research and development organization
is divided into Application Security, Infrastructure Security, Application Delivery, Management and Control, Cloud Services and
Chief Technology Officer groups. Within those groups the organization is divided according to our existing product solutions. Each
product group is headed by a group leader and includes team leaders and engineers. Each group has a dedicated quality assurance team.
In addition, we have an infrastructure department responsible for the development of our platforms that are the basis for all products,
serving all product groups, which consist of a senior group leader, group leaders, team leaders, and engineers. The heads of all research
and development divisions report to either the Chief Operating Officer or the Chief Technology Officer.
See also below under
"Government Regulations – Israeli Innovation Authority.”
Manufacturing and Suppliers
Our quality assurance
testing, final integration, packaging and shipping operations as well as part of our final assembly activities are primarily performed
at our facility in Jerusalem, Israel. All our products are Underwriters Laboratories (UL) and ISO 9001:2008 compliant and some of them
have also achieved industry certifications.
We rely to a large extent
on third-party manufacturing vendors to provide our finished products. In this respect, these vendors primarily provide us with manufacturing
assembly services in order to deliver the finished goods while we perform the final integration of the products. All components and subassemblies
included in our products are supplied to the manufacturing vendors by several suppliers and subcontractors. Each of the manufacturing
vendors monitors each stage of the components production process, including the selection of components and subassembly suppliers. Thereafter,
each of the manufacturing vendors makes the final assembly in their own facility. Our primary manufacturing vendors are ISO 9001 certified,
indicating that each of their manufacturing processes adheres to established quality standards.
We primarily rely on
two ODMs to manufacture and to supply our hardware platforms, whereby, in 2022, approximately 62% of our direct product costs were from
one of these vendors and 17% were from the other vendor.
We conduct a business
continuity plan (BCP) with all our vendors to ensure an immediate recovery in case of crisis that might jeopardize the supply of our products
and services. For example, in order to overcome the risk of not meeting the committed SLA to our customers
due to importation blocking in different countries associated with the outbreak of the COVID-19 pandemic,
we had allocated sufficient inventory that was sent directly from the ODM vendors to worldwide warehouses to be shipped to customers,
when needed, at the destination country, rather than being shipped from Israel. In this respect, we have been certified during
2021 for ISO 22301 (Business Continuity Management System). Furthermore, in order to minimize potential
delays in product supplies by certain of our ODMs whose lead time had been significantly extended due to the worldwide chipset shortage,
we had paid expedite fees to several components manufacturers. However, if we are unable to continue to acquire those platforms
or components from these platform manufacturers and vendors on acceptable terms, or should any of these suppliers cease to supply us,
on a timely basis, with such platforms or components for any reason, we may not be able to identify and integrate an alternative source
of supply in a timely fashion or at the same costs. Any transition to one or more alternate suppliers would likely result in delays, operational
problems and increased costs, and may limit our ability to deliver our products to our customers on time for such transition period, although
we believe we have levels of inventory that will assist us to transition to alternate suppliers smoothly.
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Proprietary Rights
We rely on patent, trademark
and trade secret laws, as well as confidentiality agreements and other contractual arrangements with our employees, distributors and others
to protect our technology. We have a policy that requires our employees to execute employment agreements, including confidentiality
and non-competition provisions.
We have registered trademarks
for, among others, Radware®, Radware Logo:
®,
OnDemand Switch®, Alteon®, APSolute®, LinkProof®, DefensePro®, CID®, SIPDirector®, AppDirector®,
AppXcel®, AppXML®, AppWall®, APSolute Insite®, StringMatch Engine®, Web Server Director®, APSolute Vision®,
vDirect®, Alteon VA®, AppShape®, FastView®, DefenseFlow®, Virtual DefensePro®; VADI® (Virtual Application
Delivery Infrastructure), ShieldSquare® and the ShieldSquare Logo: ®,
and we have non-registered trademarks for, among others, ADC-VX™, Inflight™, CyberStack™ and SecurePath™.
We own registered U.S. copyrights in all of our primary software product lines.We have registered patents in the United States, Canada and other jurisdictions for,
among others, our triangle redirection method used for the global load balancing in our AppDirector product; our mechanism for efficient
management and optimization of multiple links used in our LinkProof product; our method for load balancing by global proximity used in
our AppDirector product; our method for controlling traffic on links between autonomous Border Gateway Protocol (BGP) systems; the stateful
distribution of copied SSL traffic; the transparent inspection of encrypted client traffic; the activation of multiple virtual services
on a switching platform; the behavioral analysis and detection of zero-day and DDoS network attack patterns; a new method based on Quantiles
for network edge DDoS and network anomalies protection in our DefensePro product; our new paraphrase-based algorithm for hypertext transfer
protocol (HTTP) and keyless HTTPS attack mitigation behavioral mechanisms in our DefensePro; our domain name service floods behavioral
protection; our web and API application protection, including our Bot Manager augmented by the new block-chain based methods for addressing
automated threats (for public-facing services) and advanced threats (for private or authenticated services); new AI/ML methods to address
and automate analysis of our CWAF customer’s applications for proactive false-positive and false-negative service tuning, a geographically
based traffic distribution; a generic proximity based site selection for global load balancing; an internal hardware connectivity plane
architecture; a specific proximity based site selection for global load balancing of HTTP transactions implemented in our Alteon products;
and additional patents in the software-defined networking (SDN) field, around a new concept of cyber control and automation for our DefenseFlow
product.
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We have pending patent
applications and provisional patents in connection with several methods and features used in our products or that we plan to implement
in the future. These applications may not result in any patent being issued, and, even if issued, the patents may not provide adequate
protection against competitive technology and may not be held valid and enforceable if challenged. In addition, other parties may
assert rights as inventors of the underlying technologies, which could limit our ability to fully exploit the rights conferred by any
patent that we receive. Our competitors may be able to design around a patent we receive, and other parties may obtain patents that we
would need to license or circumvent in order to exploit our patents.
Competition
The cyber security and
application delivery market is highly fragmented and competitive, and we expect competition to intensify in the future.
Our principal competitors
are:
| • |
DDoS Mitigation: Akamai Technologies, Inc., or Akamai, Imperva Inc., or Imperva, Netscout Systems, Inc., and Cloudflare, Inc.
|
| • |
Web Application Firewalls and Bot Management: Akamai, Imperva, Cloudflare, Inc., F5 Networks, Inc., or F5, and AWS |
| • |
Application Delivery: F5, A10 Networks, Inc. and Citrix Systems, Inc. |
We expect to continue
to face additional competition as new participants enter the market or extend their portfolios into related technologies. Larger companies
with substantial resources, brand recognition and sales channels may also form consolidation and alliances with or acquire competing providers
of application delivery or application and network security solutions and emerge as significant competitors.
We are seeing new
types of competitors from within the public cloud providers – as more companies rely on these environments to host their services
and applications, these vendors start providing cyber security solutions that are typically fairly basic and customized for their own
environment. As we see more and more companies relying on more than one public cloud vendor, we expect to see additional competitors
and rapid evolution of solutions and offerings.
An increase in competition
may lower prices and reduce demand and margins as well as increase costs associated with sales and marketing to maintain or increase market
share; which, in turn, may impair our ability to increase profitability. Furthermore, the dynamic market environment, as illustrated by
the above acquisitions, poses a challenge in predicting market trends and expected growth. We believe that our products and services have
several competitive advantages in performance and accuracy and that our future success will depend primarily on our continued ability
to provide more technologically advanced and cost-effective application delivery and cyber security solutions, and more responsive customer
service and support, than our competitors. However, we cannot assure you that all products and services we offer in our portfolio
will compete successfully with similar competitor solutions. See also above under “Business Overview”.
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Government Regulations
Data
Privacy and Data Protection Laws
Our
activities in the cyber security market require that we
comply with laws and regulations in the area of data privacy and data protection governing the collection,
use, retention, sharing and security of personal data. For example, the GDPR and UK DP Laws (each as referenced above),
include operational requirements for companies that receive or process personal data of residents of the European Union and the
UK, and non-compliance will result in significant penalties. Many other countries in which we operate
have their own data protection and data security laws that we need to comply with in collecting, utilizing, or otherwise processing personal
data from our customers and/or visitors to their websites and others.
Environmental
and Security Management Regulations
Our activities in Europe
require that we comply with European Union Directives with respect to product quality assurance standards and environmental standards.
The “RoHs” and RoHs II Directives require products sold in Europe to meet certain design specifications, which exclude the
use of hazardous substances. Directive 2002/96/EC on Waste Electrical and Electronic Equipment
(known as the “WEEE” Directive) requires producers of electrical and electronic equipment to register in different European
countries and to provide collection and recycling facilities for used products. We believe
we are currently in compliance with the RoHs and WEEE regulations, ISO 14001 standards (regrading Environmental Management Systems), ISO/IEC
27001:2013 and ISO 27032: 2012 standards (both in regard to Information Security Management System), ISO 28000 (Supply Chain Security
management) and OHSAS 18001:2007 (Occupational Health and Safety Management).
Israeli
Innovation Authority
From time to time, eligible
participants may receive grants under programs of the IIA. This governmental support is conditioned upon the participant’s ability
to comply with certain applicable requirements and conditions specified in the IIA’s programs and the Innovation Law.
Under the Innovation
Law, research and development programs that meet specified criteria and are approved by the Research Committee of the IIA are eligible
for grants usually of up to 55% of certain approved expenditures of such programs, as determined by said committee.
The Innovation Law provides
that know-how developed under an approved research and development program or rights associated with such know-how (1) may not be transferred
to third parties in Israel without the approval of the IIA (such approval is not required for the sale or export of any products resulting
from such research or development) and (2) may not be transferred to any third parties outside Israel, except in certain special circumstances
and subject to the IIA’s prior approval, which approval, if any, may generally be obtained, subject to payment of a transfer fee
pursuant to which the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how;
or a portion of the consideration paid in respect of licensing the IIA-funded know-how, as the case may be (according to certain formulas,
which may result in repayment of up to 600% of the grant amounts plus interest). Under certain circumstances, such as in the event that
the grant recipient receives know-how from a third party in exchange for its IIA-funded know-how, such transfer fee may not apply.
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The Innovation Law imposes
reporting requirements with respect to certain changes in the ownership of a grant recipient. The law requires the grant recipient and
its controlling shareholders and foreign interested parties to notify the IIA of any change in control of the recipient or a change in
the holdings of the means of control of the recipient and requires a non-Israel interested party to undertake to the IIA to comply with
the Innovation Law. In addition, the rules of the IIA may require additional information or representations in respect of certain
of such events. For this purpose, “control” is defined as the ability to direct the activities of a company other than any
ability arising solely from serving as an officer or director of the company. A person is presumed to have control if such person
holds 50% or more of the means of control of a company. “Means of control” refers to voting rights or the right to appoint
directors or the chief executive officer. An “interested party” of a company includes a holder of 5% or more of its outstanding
share capital or voting rights, its chief executive officer and directors, someone who has the right to appoint its chief executive officer
or at least one director, and a company with respect to which any of the foregoing interested parties owns 25% or more of the outstanding
share capital or voting rights or has the right to appoint 25% or more of the directors. Accordingly, any non-Israeli who acquires 5%
or more of our ordinary shares will be required to notify us that it has become an interested party and needs to sign an undertaking to
comply with the Innovation Law.
The Israeli authorities
have indicated in the past that the government may further reduce or abolish the IIA grants in the future. Even if these grants
are maintained, we cannot presently predict what would be the amounts of future grants, if any, that we might receive.
In 2022, 2021 and 2020
we were qualified to participate in projects funded by the IIA to develop generic technology relevant to the development of our products.
We were eligible to receive grants constituting between 30% and 55% of certain research and development expenses relating to these projects.
The grants under these projects are not required to be repaid by way of royalties. Research and development grants deducted from research
and development expenses, net amounted to $1.3 million, $1.0 million and $0.9 million for the years ended December 31, 2022, 2021 and
2020, respectively.
In addition, one of our
Israeli subsidiaries received royalty-bearing grants from the IIA for an approved research and development project. The grants under this
project are required to be repaid based on revenues from the sale of products incorporating know-how developed, in whole or in part with
the grants. These grants amounted to $0.3 million for the year ended December 31, 2022.
Environmental,
Social and Governance Matters
At
Radware, we aim to help customers protect their critical applications and secure their digital experiences. As we pursue this goal, we
recognize our responsibility to promote socially and environmentally responsible economic growth through our business practices. In order
to promote this corporate responsibility and sustainability approach, we have implemented, and will continue to implement, various Environmental,
Social and Governance (ESG) principles and activities into our daily business practices, including, but not limited to, those summarized
below.
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Most
recently, in December 2021, we have also released our inaugural ESG Report available at www.radware.com/corporategovernance (information
contained on our website, including in our ESG report, is not incorporated herein by reference and shall not constitute part of this annual
report) to expand our ESG-related disclosures regarding what we have accomplished thus far on this front and what we strive to achieve.
Environmental
We aim to build a more
sustainable world through the products, services and solutions we offer and the way we operate. This means, among other things, that we
aim to operate our business in a manner which meets or exceeds all environmental laws and compliance guidelines and strive to improve
our environmental performance across our entire supply chain.
While we continue to
develop a program that recognizes our environmental impact, we have already implemented various activities to measure and foster our environmental
focus, including the following highlights:
| • |
We have implemented key performance indicators (KPIs), which set quantitative reduction goals for the use of water, power and paper;
|
| • |
We work with our suppliers to maintain compliance with various environmental laws and guidelines,
such as RoHS and WEEE in the EU, and adopted our Conflict Minerals Policy available at www.radware.com/corporategovernance/conflictminerals
(information contained on our website, including in our Conflict Minerals Policy, is not incorporated herein by reference and shall
not constitute part of this annual report) which outlines our practices and procedures with respect to responsible sourcing of minerals
from conflict-affected and high-risk areas; and |
| • |
Our corporate headquarters in Tel Aviv, Israel, as well as our training rooms in Tel Aviv are designed in the “TED” style
to serve as multifunctional work spaces while the operations room utilizes NVX video technology in order to minimize the amount of copper
wiring required to function and travel. At our headquarters, we offer EV charging stations to our employees and visitors, and where applicable
according to local requirements, we offer recycling and properly dispose of e-waste. |
Social
We believe that the foundation
of our success lies in our diverse, engaged and motivated workforce, and we continuously advocate for our team by creating a work environment
in which our employees can thrive in the spirit of productivity and development. This means, among other things, that we aim to operate
our business in a manner which promotes a work environment that is free of discrimination and harassment and otherwise attends to our
employees’ wellbeing.
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While we continue to
develop a program that recognizes our social impact, we have already implemented various activities to measure and foster our focus on
social impact, including the following highlights:
| • |
We are an equal-opportunity employer and make employment decisions based on a person’s qualifications and our business
needs. This is demonstrated by our Human Rights and Labor Standards Policy; |
| • |
Our corporate policy maintains zero tolerance for harassment, sexual harassment and discrimination, and it imposes significant consequences
for behavior deemed to create a hostile work environment. This is demonstrated by our Code of Conduct and Ethics as well as our Human
Rights and Labor Standards Policy; |
| • |
We offer what we believe is an attractive mix of compensation and benefit plans to support our employees and their families’
physical, mental, and financial well-being. This includes allowing the majority of our employees to have a direct ownership interest in
Radware by participating in our equity-based incentive plans; and |
| • |
We are focused on maintaining a healthy, safe, and secure work environment that protects our employees
and the public from harm. This is demonstrated by the measures we implemented in order to overcome the challenges presented by the COVID-19
pandemic. We implemented hybrid work model whereby we enable our employees to work partly from remote and partly from the office. We
believe that this flexibility drives increased job satisfaction while addressing the major challenges of remote work, such as isolation
and lack of community. |
Governance
As part of our sustainable
and other ESG operations policies, we aim to conduct our corporate governance and build corporate behavior mechanisms to align with the
interest of all our stakeholders. This means, among other things, that we developed and strive to maintain a strong set of corporate values
that will inspire ethical behavior across all decision-making processes, and a management and control system so that ethics and security
issues are given their due weight.
While we continue to
develop a program that recognizes our corporate governance and ethical conduct, we have already implemented various activities to measure
and foster this focus, including the following highlights:
| • |
Corporate Governance and Board Practices: Our corporate governance policies and practices are designed to foster effective board
oversight in service of the long-term interests of our shareholders. Our Board of Directors consists of eight (8) members, of whom six
(6) qualify as “independent directors” under the Nasdaq rules and one (1) is a woman. The Audit and Compensation
Committees of our Board of Directors, which are charged with significant functions in our risk oversight and compensation philosophy,
respectively, both currently consist of four (4) members, all of whom qualify as “independent directors” under the Nasdaq
rules. For further details on our corporate governance as well as our Board of Directors and its committees’ roles and practices,
see Items 6.C “Board Practices” and 16.G “Corporate Governance”. |
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| • |
Ethical Business Conduct: All our directors, officers, consultants, service providers and employees are expected to conduct themselves
in accordance with our Code of Conduct and Ethics available at http://www.radware.com/corporategovernance/ (information contained on our
website, including in our Code of Conduct and Ethics, is not incorporated herein by reference and shall not constitute part of this annual
report). Our Code of Conduct and Ethics is intended to promote various elements of ethical business conduct, such as compliance with laws;
avoiding conflict of interests and personal exploitation of corporate opportunities; fair dealing; confidentiality of information; and
other policies and guidelines in connection with insider trading and anti-corruption laws and policies. |
C. Organizational
Structure
We have a wholly owned
subsidiary in the United States, Radware Inc., which conducts the sales and marketing of our products and services in the United States.
We also have subsidiaries in other countries, most of which typically conduct sales and marketing of our products and services in their
respective locations. Our subsidiaries include (unless otherwise indicated, all subsidiaries are wholly owned):
|
Name
of Subsidiary |
Place
of Incorporation |
|
Radware Inc. |
New Jersey, United States |
|
Radware UK Limited |
United Kingdom |
|
Radware France |
France |
|
Radware Srl |
Italy |
|
Radware GmbH |
Germany |
|
Nihon Radware KK |
Japan |
|
Radware Australia Pty. Ltd. |
Australia |
|
Radware Singapore Pte. Ltd. |
Singapore |
|
Radware Korea Ltd. |
Korea |
|
Radware Canada Inc. |
Canada |
|
Radware India Pvt. Ltd. |
India |
|
Kaalbi Technologies Limited Ltd. |
India |
|
Radware (India) Cyber Security Solutions Private Limited |
India |
|
Radware China Ltd. 睿伟网络科技（上海）有限公司
|
China |
|
Radware (Hong Kong) Limited |
Hong Kong |
|
Radyoos Media Ltd.* |
Israel |
|
Radware Canada Holdings Inc. |
Canada |
|
Radware Iberia, S.L.U. |
Spain |
|
Edgehawk Security Ltd. |
Israel |
|
SkyHawk (CNP) Security Ltd.** |
Israel |
|
CSR Cloud Security Ltd. |
Israel |
* We own approximately 91.0% of this subsidiary,
which ceased its activities in 2017.
** We own approximately 76.2% of this subsidiary.
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Yehuda Zisapel, one of
our co-founders and shareholders, is the Chairman of our Board of Directors and the father of Roy Zisapel, our President, Chief Executive
Officer and director. Either Yehuda Zisapel, his brother, Zohar Zisapel, and Nava Zisapel (or all of them together) are founders,
directors and/or shareholders of several other companies which, together with our Company and our subsidiaries listed above, are known
as the RAD-Bynet Group. These companies include, among others:
|
AB-NET Communications Ltd.
Binat Business Ltd.
BYNET Data
Communications Ltd.*
CloudRide Ltd.*
BYNET Electronics Ltd.*
BYNET SEMECH (outsourcing) Ltd.* Bynet Software Systems Ltd.
Bynet System Applications Ltd.*
|
Ceragon Networks Ltd.
Internet Binat Ltd.*
Nuance Hearing Ltd.
Packetlight Networks Ltd.
RAD-Bynet Properties and Services (1981) Ltd.*
Radbit Computers, Inc.
RADCOM Ltd.
RAD Data Communications Ltd.*
Radiflow Ltd.
|
RADWIN Ltd.
DC Protection Ltd. (previously known as
SecurityDAM Ltd.)
|
*Denotes a RAD-Bynet Group company with
which we currently transact business
The RAD-Bynet Group also
includes several other holdings, real estate companies, biotech and pharmaceutical companies and the above list does not constitute a
complete list of all entities within the RAD-Bynet Group or of all the holdings of Messrs. Yehuda and Zohar Zisapel and Ms. Nava Zisapel.
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62 -
Members of the RAD-Bynet
Group are actively engaged in designing, manufacturing, marketing and supporting data communications products, none of which currently
compete with our products. Some of the products of members of the RAD-Bynet Group are complementary to, and may be used in connection
with, our products and services. See also Item 7.B “Related Party Transactions.”
D.
Property, Plants and Equipment
General.
We operate from leased premises mainly in Tel Aviv and Jerusalem in Israel and New Jersey in the United States. We also lease premises
in several locations in Europe, South America and Asia-Pacific for the activities of our subsidiaries, representative offices and branches.
Our aggregate annual rent expenses under these leases were approximately $6.9 million in 2022.
We believe that the following
offices and facilities are suitable and adequate for our operations as currently conducted and as currently foreseen. In the event that
additional or substitute offices and facilities are required, we believe that we could obtain such offices and facilities at commercially
reasonable rates.
Israel.
Our headquarters and principal administrative, finance,
research and development and marketing operations are located in approximately 108,000 square feet of leased office space in Tel Aviv,
Israel, in two buildings: one building, consisting of approximately 40,000 square feet, plus storage and parking space, and the second
building, consisting of approximately 68,000 square feet, plus parking spaces. Both buildings have leases that expire in June 2030 (with
one of the two buildings having a termination option by us in June 2025 by way of prior notice) and are leased from, among others, affiliated
companies owned by Yehuda, Nava and/or Zohar Zisapel, as applicable. For more information, see Item 7.B “Related Party Transactions.”
In addition, we lease
approximately 3,600 square feet of space in Jerusalem, Israel, for development facilities from an affiliated company owned by Yehuda and
Nava Zisapel. The lease expires in July 2025. We also lease approximately 15,000 square feet for manufacturing facilities in Jerusalem,
Israel, from an affiliated company owned by Yehuda, Nava and Zohar Zisapel. The lease expires in August 2028. For more information, see
Item 7.B “Related Party Transactions.”
Other
locations. In the United States, we lease approximately
16,900 square feet of property in Mahwah, New Jersey, consisting of approximately 12,700 square feet of office space and 4,200 square
feet of warehouse space from a company controlled by Yehuda, Nava and Zohar Zisapel. The lease expires in December 2025. For more information,
see Item 7.B “Related Party Transactions.”
We lease approximately
3,850 square feet of property for our research and development facilities in North Carolina, the lease for which will expire in March
2026.
We also lease facilities
for the operation of our subsidiaries and representative offices in several locations in Europe, South America and Asia-Pacific, all from
unrelated third parties.
ITEM 4A.
UNRESOLVED STAFF COMMENTS
None.
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| ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
Our discussion and analysis
of our financial condition and results of operation are based upon our consolidated financial statements, which have been prepared in
accordance with U.S. GAAP. Our operating and financial review and prospects should be read in conjunction with our financial statements,
accompanying notes thereto and other financial information appearing elsewhere in this annual report.
A. Operating
Results
Overview
We are a provider of
cyber security and application delivery solutions for physical, cloud, and software defined data centers (SDDC). Our solutions portfolio
secures the digital experience by providing infrastructure, application, and network protection and availability services to enterprises
globally. Our solutions are deployed by, among others, enterprises, carriers and cloud service providers worldwide.
We began sales in 1997,
and currently have nearly 30 local offices, subsidiaries or branches globally across Asia-Pacific, Europe and North, Central and South
America.
We sell through sales
channels such as resellers and distributors whereas most of our direct sales are to strategic customers.
Most of our revenues
are generated in dollars or are dollar-linked, and the majority of our expenses are incurred in dollars. As such, the dollar is our functional
currency. Our consolidated financial statements are prepared in dollars and in accordance with U.S. GAAP.
Our revenues are derived
from sales of our solutions:
| • |
We recognize physical and software product revenues when control of the product is transferred to the customer (i.e., when our performance
obligation is satisfied), which typically occurs at shipment, and we recognize revenues from product and cloud subscriptions, as part
of the product revenues, ratably over the subscription period. |
| • |
Revenues from post-contract customer support (PCS), which mainly represents help-desk support and unit repairs or replacements, professional
services and ERT services, are recognized ratably over the contract or subscription period, which is typically between one year and three
years. |
We operate in one reportable
market segment, and our revenues are attributed to geographic areas based on the location of the end-users.
In the years ended December 31,
2022, 2021 and 2020, revenues derived from sales of the Company’s products and product subscriptions constituted approximately 59%,
59% and 53%, respectively, of our total revenues, with the remaining revenues being derived from services.
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Results of Operations
The following discussion
of our results of operations for the years ended December 31, 2022, 2021 and 2020, including the following tables, which present selected
financial information in dollars and as a percentage of total revenues, are based upon our statements of operations contained in our financial
statements for those periods, and the related notes, included in this annual report.
The following table sets forth,
for the periods indicated, certain financial data concerning our operating results:
|
2022 |
2021 |
2020 |
||||||||||
|
(US $ in thousands) |
||||||||||||
|
Revenues: |
$ |
172,161 |
$ |
170,438 |
$ |
132,934 |
||||||
|
Products |
121,265 |
116,058 |
117,093 |
|||||||||
|
Services |
293,426 |
286,496 |
250,027 |
|||||||||
|
Cost of revenues: |
43,014 |
42,191 |
34,645 |
|||||||||
|
Products |
10,870 |
10,255 |
10,439 |
|||||||||
|
Services |
53,884 |
52,446 |
45,084 |
|||||||||
|
Gross profit |
239,542 |
234,050 |
204,943 |
|||||||||
|
Operating expenses, net: |
||||||||||||
|
Research and development, net |
86,562 |
74,098 |
66,836 |
|||||||||
|
Sales and marketing |
126,533 |
119,842 |
113,015 |
|||||||||
|
General and administrative |
29,786 |
21,885 |
18,924 |
|||||||||
|
Total operating expenses |
242,881 |
215,825 |
198,775 |
|||||||||
|
Operating income (loss) |
(3,339 |
) |
18,225 |
6,168 |
||||||||
|
Financial income, net |
8,052 |
4,407 |
7,796 |
|||||||||
|
Income before taxes on Income |
4,713 |
22,632 |
13,964 |
|||||||||
|
Taxes on income |
4,879 |
14,821 |
4,328 |
|||||||||
|
Net income (loss) |
(166 |
) |
7,811 |
9,636 |
||||||||
The following table
sets forth, for the periods indicated, certain financial data expressed as a percentage of our total revenues:
|
2022 |
2021 |
2020 |
||||||||||
|
Revenues: |
59 | % | 59 | % | 53 | % | ||||||
|
Products |
41 | 41 | 47 | |||||||||
|
Services |
100 | 100 | 100 | |||||||||
|
Cost of Revenues: |
||||||||||||
|
Products |
15 | 15 | 14 | |||||||||
|
Services |
4 | 3 | 4 | |||||||||
|
|
19 | 18 | 18 | |||||||||
|
Gross profit |
81 |
82 |
82 |
|||||||||
|
Operating expenses, net: |
||||||||||||
|
Research and development,
net |
30 |
26 |
27 |
|||||||||
|
Sales and marketing
|
43 |
42 |
45 |
|||||||||
|
General and administrative |
10 |
7 |
8 |
|||||||||
|
Total operating expenses |
83 |
75 |
80 |
|||||||||
|
Operating income (loss) |
(1 |
) |
6 |
2 |
||||||||
|
Financial income, net |
3 |
2 |
3 |
|||||||||
|
Income before taxes on income |
2
|
8
|
6
|
|||||||||
|
Taxes on income
|
(2 |
) |
(5 |
) |
(2 |
) | ||||||
|
Net income (loss) |
0 |
% |
3 |
% |
4 |
% | ||||||
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Comparison
of Years Ended December 31, 2022, 2021 and 2020
Revenues.
Our revenues are derived from sales of our solutions. Revenues from physical products
and software-based products are recognized when control of the promised goods is transferred to the customer, either upon shipment or
when the product is delivered, depending on the commercial terms of each transaction. Revenues from cloud subscriptions are recognized
ratably over the subscription period. Revenues from post-contract customer support, which represent mainly help-desk support, unit repairs
or replacements, professional services and ERT services are recognized ratably over the contract period. For additional details regarding
the manner in which we recognize revenues, see the discussion under the caption “Critical Accounting Estimates – Revenue Recognition”
below.
The following table provides
a breakdown of our revenues by type of revenues both in dollars and as a percentage of total
revenues for the past three fiscal years, as well as the percentage change between such periods:
|
(US$ in thousands,
except percentages) |
2022
|
2021 |
2020 |
% Change
2022 vs. 2021 |
% Change
2021 vs. 2020 |
|||||||||||||||||||||||||||
|
Products |
172,161 |
59 |
% |
170,438 |
59 |
% |
132,934 |
53 |
% |
1 |
% |
28 |
% | |||||||||||||||||||
|
Services |
121,265 |
41 |
% |
116,058 |
41 |
% |
117,093 |
47 |
% |
4 |
% |
(1 |
)% | |||||||||||||||||||
|
Total |
293,426 |
100 |
% |
286,496 |
100 |
% |
250,027 |
100 |
% |
2 |
% |
15 |
% | |||||||||||||||||||
The following table shows
a breakdown of our total revenues by geographical distribution both in dollars and as a percentage of total revenues for the past three
fiscal years, as well as the percentage change between such periods:
|
(US$ in thousands,
except percentages) |
2022 |
2021 |
2020 |
% Change
2022 vs. 2021 |
% Change
2021 vs. 2020 |
|||||||||||||||||||||||||||
|
North, Central and South America (principally the United States)(*) |
123,947 |
42 |
% |
128,770 |
45 |
% |
114,413 |
46 |
% |
(4 |
)% |
13 |
% | |||||||||||||||||||
|
EMEA (Europe, the Middle East and Africa) |
104,219 |
36 |
% |
98,388 |
34 |
% |
78,362 |
31 |
% |
6 |
% |
26 |
% | |||||||||||||||||||
|
Asia-Pacific |
65,260 |
22 |
% |
59,338 |
21 |
% |
57,252 |
23 |
% |
10 |
% |
4 |
% | |||||||||||||||||||
|
Total |
293,426 |
100 |
% |
286,496 |
100 |
% |
250,027 |
100 |
% |
2 |
% |
15 |
% | |||||||||||||||||||
(*) For the years ended
December 31, 2022, 2021 and 2020, our revenues from the United States were $94.0 million, $98.9 million and $93.7 million, respectively,
representing 32%, 35% and 37% of total revenues for these years, respectively.
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Revenues in 2022 were
$293.4 million compared with revenues of $286.5 million in 2021, an increase of 2%. The increase in revenues was primarily due to an increase
in both product subscriptions revenues and service subscriptions revenues as described in more detail below.
Revenues in 2021 were
$286.5 million compared with revenues of $250.0 million in 2020, an increase of 15%. The increase in revenues was due to an increase in
product revenue, in all geographic regions, primarily in EMEA as described below.
In 2022, our product revenues were $172.2 million, an increase of 1% compared to $170.4
million in 2021, reflecting an increase in product subscriptions, partially offset by a decrease in our hardware-based products. In 2021,
our product revenues were $170.4 million, an increase of 28% compared to $132.9 million in 2020, reflecting an increase in cloud subscriptions,
product subscriptions and in appliance products.
In 2022, our service
revenues were $121.3 million, an increase of 4% compared to $116.1 million in 2021. The increase in service revenues is due to the increase
in service subscriptions. In 2021, our service revenues were $116.1 million, compared to $117.1 million in 2020, the decrease in
service revenues in 2021 was due to the decrease in maintenance revenues, partially offset by an increase in service subscriptions.
During 2022, our revenues
from the enterprise market increased by 5% to $218 million from $208.2 million in 2021, whereas, in 2022, revenues from the carrier market
decreased by 4% to $75.4 million from $78.3 million in 2021. During 2021, our revenues from the enterprise market increased by 18% to
$208.2 million from $176.9 million in 2020, and revenues from the carrier market increased by 7% to $78.3 million from $73.1 million in
2020.
Our revenues in North,
Central and South America decreased in 2022 by 4% compared to 2021. Revenues from the EMEA region increased in 2022 by 6% compared to
2021. Revenues in the Asia-Pacific region increased in 2022 by 10% compared to 2021. The growth in EMEA and Asia-Pacific is attributed
mainly to our cloud and subscription business and to new logos we added to our cloud security offering; many of them are mid-sized enterprises.
The decrease in revenues in North, Central and South America is attributed mainly to elongated sales cycles influenced by the macro-economic
downturn.
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Our revenues in North,
Central and South America increased in 2021 by 13% compared to 2020. Revenues from the EMEA region increased in 2021 by 26% compared to
2020. Revenues in the Asia-Pacific region increased in 2021 by 4% compared to 2020. The growth in North, Central and South America and
in EMEA is attributed to high demand for our cloud security solutions in those regions.
Other than the United
States, no other single country accounted for more than 10% of our revenues for each of the years ended December 31, 2022, 2021 and 2020.
Cost
of Revenues.
Cost of revenues refers
to both products and services revenues and consists primarily of the cost of circuit boards and other components required for the assembly
of our products, salaries and related personnel expenses for those engaged in the final assembly, and in providing support and maintenance
service of our products, license and hosting fees paid to third parties, fees paid to managed security service providers (related parties),
inventory write-offs, amortization of acquired technology and other overhead costs.
The following table sets
forth a breakdown of our cost of revenues between products and services for the periods indicated, in absolute figures and as a percentage
of the relative product and services revenues:
|
(US$ in thousands,
except percentages) |
2022 |
2021 |
2020
|
|||||||||||||||||||||
|
Cost of Products |
43,014 |
25.0 |
% |
42,191 |
24.8 |
% |
34,645 |
26.1 |
% | |||||||||||||||
|
Cost of Services |
10,870 |
9.0 |
% |
10,255 |
8.8 |
% |
10,439 |
8.9 |
% | |||||||||||||||
|
Total |
53,884 |
18.4 |
% |
52,446 |
18.3 |
% |
45,084 |
18.0 |
% | |||||||||||||||
Cost of products as a
percentage of product revenues in 2022 was 25.0%, compared to 24.8% in 2021. Cost of products in 2022 and 2021 included amortization of
intangible assets in the amount of $3.7 million and $1.9 million, respectively. Our cost of products as a percentage of product revenues,
excluding amortization of intangible assets, represented approximately 22.8% of product revenues in 2022, compared to 23.7% in 2021. Excluding
amortization of intangible assets, the decrease in cost of products as a percentage of product revenues is mainly due to a different mix
of sales of our products and product subscriptions, whereby there was an increase in product subscriptions and a decrease in hardware-based
products.
Cost of services as a
percentage of service revenues in 2022 was 9.0% compared to 8.8% in 2021.
Cost of products as a
percentage of product revenues in 2021 was 24.8%, compared to 26.1% in 2020. Cost of products in 2021 and 2020 included amortization of
intangible assets in the amount of $1.9 million for both 2021 and 2020. Our cost of products as a percentage of product revenues, excluding
amortization of intangible assets, represented approximately 23.7% of product revenues in 2021, compared to 24.6% in 2020. The decrease
in cost of products as a percentage of product revenues is mainly due to a different mix of sales of our products and product subscriptions.
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Cost of services as a
percentage of service revenues in 2021 was 8.8% compared to 8.9% in 2020.
Operating
Expenses.
The following table sets
forth a breakdown of our operating expenses for the periods indicated as well as the percentage change between such periods:
|
(US$ in thousands,
except percentages) |
2022 |
2021 |
2020 |
% Change
2022 vs. 2021 |
% Change
2021 vs. 2020 |
|||||||||||||||
|
Research and development, net |
$ |
86,562 |
$ |
74,098 |
$ |
66,836 |
17 |
% |
11 |
% | ||||||||||
|
Selling and marketing |
126,533 |
119,842 |
113,015 |
6 |
% |
6 |
% | |||||||||||||
|
General and administrative |
29,786 |
21,885 |
18,924 |
36 |
% |
16 |
% | |||||||||||||
|
Total |
$ |
242,881 |
$ |
215,825 |
$ |
198,775 |
13 |
% |
9 |
% | ||||||||||
Our operating expenses
increased by 13% in 2022 to $242.9 million from $215.8 million in 2021. The increase is primarily attributed to increased personnel costs
and related expenses, additional operating costs following the acquisition of SecurityDAM in February 2022, increased share-based
compensation expenses, increased travel expenses and increased fees paid for hosting services and subcontractors.
Our operating expenses
increased by 9% in 2021 to $215.8 million from $198.8 million in 2020. The increase is primarily attributed to increased personnel costs
and related expenses, the impact of the weakening of the dollar mainly against the NIS and increased fees paid to subcontractors and consultants.
Research
and Development Expenses, Net.
Research and development,
or RD, expenses, net consist primarily of salaries and related personnel expenses, costs of subcontractors and prototype expenses
related to the design, development, quality assurance and enhancement of our solutions, and depreciation of equipment purchased for the
development and testing processes. All RD costs are expensed as incurred. We believe that continued investment in RD is critical
to attaining our strategic product objectives.
RD expenses, net were $86.6 million in 2022, an increase of $12.5 million, or 17%,
compared with RD expenses, net of $74.1 million in 2021. This increase is primarily a result of: (1) $7.8 million due to an increase
in personnel costs, including salary raises awarded and increases in average headcount compared to the previous year and additional personnel
costs as part of the acquisition of SecurityDAM in February 2022, (2) $0.8 million related to additional rent and maintenance expenses
due to SecurityDAM office spaces, (3) a $1.5 million increase in amounts paid to subcontractors, and (4) a $1.9 million increase in share-based
compensation expenses (see also “Share-based compensation expenses” below). There was no significant impact due to the strengthening
of the dollar against the NIS since the Company hedged most of its salary related expenses.
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RD expenses, net
were $74.1 million in 2021, an increase of $7.3 million, or 11%, compared with RD expenses, net of $66.8 million in 2020. This increase
is primarily a result of: (1) $1.4 million due to an increase in personnel costs, including salary raises awarded and other salary-related
expenses, partially offset by lower average headcount compared to the previous year, (2) a $3.4 million increase related to the impact
of the weakening of the dollar mainly against the NIS, (3) a $1.3 million increase in amounts paid to subcontractors, and (4) a $1.0 million
increase in share-based compensation expenses (see also “Share-based compensation expenses” below).
Sales
and Marketing Expenses.
Sales and marketing expenses
consist primarily of salaries, commissions and related personnel expenses for those engaged in the sales and marketing of our products
and services, operational costs of our offices that are located outside Israel and are engaged in the promotion, marketing and support
of our solutions, in addition to the related trade shows, advertising, promotions, website maintenance and public relations expenses,
and amortization of intangible assets.
Sales and marketing expenses were $126.5 million in 2022, an increase of $6.7 million,
or 6%, compared with sales and marketing expenses of $119.8 million in 2021. This increase is mainly related to (1) an increase of $2.3
million in marketing-related expenses, (2) $2.0 million related to an increase in travel expenses, and (3) a $2.4 million increase in
share-based compensation expenses (see also “Share-based compensation expenses” below).
Sales and marketing expenses
were $119.8 million in 2021, an increase of $6.8 million, or 6%, compared with sales and marketing expenses of $113.0 million in 2020.
This increase is mainly related to (1) an increase of $3.9 million due to a headcount increase, as well as salary raises and other salary-related
expenses such as sales incentive commissions, (2) an increase of $2.6 million related to the impact of the weakening of the dollar, mainly
against the NIS, and (3) a $0.5 million increase in share-based compensation expenses (see also “Share-based compensation expenses”
below).
General
and Administrative Expenses.
General and administrative
expenses consist primarily of salaries and related personnel expenses for executive, accounting and administrative personnel, professional
fees (which include legal, audit and additional consulting fees), bad debt expenses, acquisition related costs and other general corporate
expenses.
General and administrative expenses were $29.8 million in 2022, an increase of $7.9
million, or 36%, compared with general and administrative expenses of $21.9 million in 2021. The increase in general and administrative
expenses in 2022 was primarily due to (1) a $5.3 million increase in share-based compensation expenses (see also “Share-based compensation
expenses” below), (2) a $0.9 million increase related to personnel costs and related expenses, (3) a $1.0 million increase related
to transaction costs as part of the acquisition of SecurityDAM in February 2022, and (4) a $0.8 million increase related to revaluation
of contingent consideration recorded as part of the acquisition of SecurityDAM.
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General and administrative
expenses were $21.9 million in 2021, an increase of $3.0 million, or 16%, compared with general and administrative expenses of $18.9 million
in 2020. The increase in general and administrative expenses in 2021 was primarily due to (1) an increase of $0.2 million related to personnel
costs and related expenses, (2) an increase of $0.9 million related to the impact of the weakening of the USD against the NIS, (3) $0.7
million related to increased fees paid to outside consultants for tax, financial and legal services, and (4) $1.4 million related to an
increase in insurance premiums, mainly due to directors and officers liability insurance. Such increase was partially offset by $0.5 million
related to lower share-based compensation expenses (see also “Share-based compensation expenses” below).
For a discussion of the
impact of foreign currency fluctuations on our business, see Item 11 “Quantitative and Qualitative Disclosures about Market Risk.”
Share-based
compensation expenses.
Our expenses also include
the recognition of share-based compensation, which is allocated among cost of sales, research and development expenses, marketing and
selling expenses and general and administrative expenses, based on the division in which the recipient of the option grant is employed.
The share-based compensation is amortized to operating expenses over the requisite service period of the individual options.
The following tables
summarize the share options and restricted share units (RSUs) that were granted during the years 2022, 2021 and 2020, and their weighted
average grant-date fair value:
Share options:
|
2022 |
2021 |
2020 |
||||||||||
|
Grants |
250,284 |
248,233 |
1,037,444 |
|||||||||
|
Weighted average grant-date fair value
|
6.77 |
6.87 |
4.74 |
|||||||||
RSUs:
|
2022 |
2021 |
2020 |
||||||||||
|
Grants |
1,947,499 |
1,143,097 |
995,419 |
|||||||||
|
Weighted average grant-date fair value
|
21.31 |
32.57 |
22.54 |
|||||||||
Share-based compensation
expenses in 2022 totaled $27.4 million, an increase of $9.8 million, or 56%, compared with expenses of $17.6 million in 2021. The increase
in our share-based compensation expenses in 2022 was primarily due to equity-based grants made to our CEO during 2022 and higher weighted
average grant date fair value of RSUs granted towards the end of 2021, which resulted in recording higher expenses in 2022.
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Share-based compensation
expenses in 2021 totaled $17.6 million, an increase of $1.1 million, or 7%, compared with expenses of $16.5 million in 2020. The increase
in our share-based compensation expenses in 2021 was primarily due to the significant increase in our weighted average grant date fair
value of RSUs granted throughout 2021.
Financial
Income, Net.
Financial income, net
consists primarily of interest earned on short- and long-term bank deposits, amortization of premiums, accretion of discounts, interest
and dividends earned on investments in marketable securities, gain from the sale of marketable securities and from income and expenses
from the translation of monetary balance sheet items denominated in non-dollar currencies.
Financial income, net was $8.1 million in 2022, compared with $4.4 million in 2021.
The net increase of $3.7 million was primarily due to a $3.1 million increase in foreign currency exchange gains, mainly due to revaluation
of liabilities stated in NIS and $0.6 million increase in interest income and gains from our investments and bank deposits.
Financial income, net
was $4.4 million in 2021, compared with $7.8 million in 2020. The net decrease of $3.4 million was primarily due to a $3.8 million decrease
in interest from our investments, partially offset by a $0.5 million decrease in foreign currency exchange losses.
Income
Taxes.
Israeli companies are
generally subject to corporate tax on their taxable income at the rate of 23% for the 2022, 2021 and 2020 tax years. We elected to apply
the Preferred Enterprise regime under the Law for the Encouragement of Capital Investment, 1959 (the “Investments Law”) as
of the 2014 tax year. The election is irrevocable. Under the Preferred Enterprise regime, a preferred income of an enterprise located
in the center of Israel is subject to a tax rate of 16%. Pursuant to Amendment 73 to the Investments Law adopted in 2017, a company located
in the center of Israel that meets the conditions for “Preferred Technological Enterprises” is subject to a tax rate of 12%.
We believe we meet those conditions.
We operate our business
in various countries and attempt to utilize an efficient operating model to optimize our tax payments based on the laws in the countries
in which we operate. This can cause disputes between us and various tax authorities in different parts of the world.
Our effective tax rate in 2022 was 104% compared with an effective tax rate of 65% in
2021. The increase in the effective tax rate in 2022 as compared to 2021 was primarily due to an additional provision for unrecognized
tax benefit and carryforward losses of which valuation allowance was recorded.
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Our effective tax rate in 2021 was 65% compared
with an effective tax rate of 31% in 2020. The increase in the effective tax rate in 2021 as compared to 2020 was primarily due to a settlement
we reached with the Israeli Tax Authority during November 2021 in relation to our corporate tax returns for the years 2015-2018 and the
release of Trapped Earnings as described in Item 10.E “Taxation—Israeli Tax Considerations.”
For additional disclosure
and explanations regarding our income taxes, including the Preferred Technology Enterprise program, see Note 14 to our consolidated financial
statements included elsewhere in this annual report and Item 10.E “Taxation—Israeli Tax
Considerations.”
Impact of Currency Fluctuations
and Inflation
Our financial results
may be negatively impacted by foreign currency fluctuations and inflation. Information required by this section is set forth in Item 11
“Quantitative and Qualitative Disclosures about Market Risk” and in Item 3.D “Risk Factors—Currency
exchange rates and fluctuations of exchange rates could have a material adverse effect on our results of operations.”
Impact of Governmental
Policies
For information on the impact of governmental policies on our operations, see Item 4.B
“Business Overview—Government Regulations”, Item 3.D “Risk Factors—Laws, regulations and industry
standards affecting our business are evolving, and unfavorable changes could harm our business” and “Item 3.D “Risk
Factors—Risks Related to Operations in Israel.”
Impact of Russia-Ukraine
Conflict
Following Russia’s military conflict in Ukraine, the United States and other
countries launched economic sanctions and severe export control restrictions against Russia and Belarus, and the United States and other
countries could launch wider sanctions and export restrictions and take other actions should the conflict further escalate. For information
on the possible impact of the Russia-Ukraine Conflict, see Item 3.D “Risk Factors—Our business may be affected by sanctions,
export controls and similar measures targeting Russia and other countries and territories as well as other responses to Russia’s
military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national
businesses across a variety of industries.”
Impact of COVID-19
For information on the impact of the COVID-19 pandemic, see Item 3.D “Risk Factors
– The COVID-19 pandemic has impacted and may continue to impact our business, operating results and financial condition” and
Item 5.D “Trend Information—COVID-19 Update.”
Related Parties
We have entered into
a number of agreements for the lease of real property and the purchase of certain products and services from certain companies, of which
Yehuda Zisapel, Zohar Zisapel and/or Nava Zisapel are co-founders, directors and/or shareholders, that form part of the RAD-Bynet Group.
In February 2022, we have also acquired the technology and operations of one of these RAD-Bynet Group entities, SecurityDAM. Mr. Yehuda
Zisapel, the Chairman of our Board of Directors, and Mr. Roy Zisapel, our President and Chief Executive Officer and a director, hold a
majority stake and a minority stake, respectively, in SecurityDAM. Mr. Roy Zisapel also serves
as a director of RAD Data Communications Ltd., a company in the RAD-Bynet Group.
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We believe that the terms
of the transactions in which we have entered with these member entities of the RAD-Bynet Group are not different in any material respect
from terms we could obtain from unaffiliated third parties and are beneficial to us and no less favorable to us than terms that might
be available to us from unaffiliated third parties. The pricing of the transactions was arrived at based on negotiations between the parties.
Members of our management reviewed the pricing of the agreements and confirmed that they were not different in any material respect than
that which could have been obtained from unaffiliated third parties.
For more details about
these transactions, see below under Item 7.B “Related Party Transactions.”
B.
Liquidity and Capital Resources
General
Since our inception,
we have financed our operations through a combination of issuing equity securities, including two public offerings in October 1999 and
February 2000, research and development and marketing grants from the Government of Israel, and cash generated by operations.
The total Radware Ltd. shareholders' equity as a percentage of its total assets was
52% on December 31, 2022, compared with 58% on December 31, 2021 and 62% on December 31, 2020.
Cash and cash equivalents,
short- and long-term bank deposits and short- and long-term marketable securities were $432.0 million on December 31, 2022, compared with
$465.8 million and $448.8 million on December 31, 2021 and 2020, respectively.
Principal Capital Expenditures
and Divestitures
Capital expenditures
were $8.8 million, $5.6 million and $8.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. These expenditures
were mainly comprised of investments in cloud infrastructure, enterprise resource planning (ERP) modules, leasehold improvements, machinery
and equipment, computers, lab equipment and testing tools.
We expect to engage in
additional capital spending to support possible growth in our operations, infrastructure and personnel. In 2023, we anticipate that the
majority of our capital expenditures will be primarily for additional infrastructure to support our cloud-based solutions and for RD
testing, lab equipment and additional investments in new modules for our ERP system.
We did not have any principal
divestitures in the past three years.
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Working Capital and Cash
Flows
The following table presents
the major components of net cash flows used in and provided by operating, investing and financing activities for the periods presented
(dollars in thousands(:
|
2022 |
2021 |
2020 |
||||||||||
|
Net cash provided by operating activities |
$ |
32,148 |
$ |
71,774 |
$ |
63,865 |
||||||
|
Net cash provided by (used in) investing activities |
(56,018 |
) |
7,849 |
(14,368 |
) | |||||||
|
Net cash used in financing activities |
(22,458 |
) |
(41,881 |
) |
(35,477 |
) | ||||||
Net cash provided by
operating activities for 2022, 2021 and 2020 was $32.1 million, $71.8 million and $63.9 million, respectively. Our net income (loss) in
2022, 2021 and 2020 was $(0.2) million, $7.8 million and $9.6 million, respectively.
Net cash provided by
operating activities was $32.1 million for the year ended December 31, 2022, compared to $71.8 million for the year ended December 31,
2021. The change resulted primarily from a decrease in our net income of $8.0 million, a decrease of $4.9 million in accrued interest
on bank deposits, a decrease of $6.6 million in deferred revenues, a decrease of $2.2 million in inventories, a decrease of $1.9 million
in operating lease liabilities, net, a decrease of $8.2 million in trade receivables, net, and a decrease in other payables of $26.3 million
mainly related to $15.4 million cash paid during the first quarter of 2022 for a settlement we reached with the Israeli Tax Authority
during November 2021. These decreases were partially offset by an increase of $1.5 million in depreciation and amortization, an increase
of $9.8 million in share-based compensation, an increase of $4.3 million in other assets and prepaid expenses and a $1.7 million increase
in trade payables.
Net cash provided by
operating activities was $71.8 million for the year ended December 31, 2021, compared to $63.9 million for the year ended December 31,
2020. The change resulted primarily from an increase of $3.6 million in accrued interest on bank deposits, an increase of $3.3 million
in deferred revenues, an increase of $2.4 million in inventories, an increase of $1.0 million in share-based compensation, an increase
of $1.8 million in accrued interest on marketable securities, an increase of $1.0 million in other assets and prepaid expenses and an
increase of $2.9 million in trade payables. These increases were partially offset by a decrease of $2.1 million in trade receivables,
net, a decrease of $1.8 million in our net income, and a $3.8 million change in deferred income taxes, net.
Net cash used in investing
activities was $56.0 million for the year ended December 31, 2022, a change of $63.9 million compared to net cash provided by investing
activities of $7.8 million for the year ended December 31, 2021. The change was primarily due to a net decrease of $30.6 million in proceeds
from short- and long-term deposits and marketable securities, a decrease of $30.0 million due to the acquisition payment of SecurityDAM
and a decrease of $3.2 million in capital expenditures.
Net cash provided by
investing activities was $7.8 million for the year ended December 31, 2021, a change of $22.2 million compared to net cash used in investing
activities of $14.4 million for the year ended December 31, 2020. The change was primarily due to a net increase of $19.0 million in proceeds
from short- and long-term deposits and marketable securities and an increase of $3.1 million due to lower capital expenditures.
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Net cash used in financing
activities was $22.5 million for the year ended December 31, 2022, a decrease of $19.4 million compared to net cash used in financing
activities of $41.9 million for the year ended December 31, 2021. Net cash used in financing activities was attributed primarily to the
repurchase of our ordinary shares. In 2022 and 2021, we repurchased ordinary shares in the amount of $59.5 million and $52.5 million,
respectively. In addition, proceeds from the exercise of share options decreased by $8.6 million, and in 2022, we received $35.0 million
in proceeds from the issuance of Preferred A shares in our subsidiary SkyHawk Security.
Net cash used in financing
activities was $41.9 million for the year ended December 31, 2021, an increase of $6.4 million compared to net cash used in financing
activities of $35.5 million for the year ended December 31, 2020. Net cash used in financing activities was attributed primarily to the
repurchase of our ordinary shares. In 2021 and 2020, we repurchased ordinary shares in the amount of $52.5 million and $45.3 million,
respectively. In addition, proceeds from exercise of share options decreased by $1.3 million and there was a decrease of $2.1 million
in payment of deferred consideration related to the acquisition of ShieldSquare, which was paid in 2020.
Cash and Cash Equivalents
As of December 31, 2022,
we had cash and cash equivalents, including short- and long-term bank deposits and short- and long-term marketable securities, of $432.0
million, compared to $465.8 million as of December 31, 2021 and $448.8 million as of December 31, 2020. As of December 31, 2022, approximately
39%, 27% and 34% of our short- and long-term bank deposits were deposited in Israel with major Israeli banks which are rated AAA, A and
BBB+, respectively, as determined by SP’s Maalot. As of December 31, 2022, the longest contractual duration of any of our bank
deposits was 2.0 years, the weighted average duration of our deposits was 1.36 years, and the weighted average time to maturity was 0.62
years.
Our marketable securities
portfolio includes investments in foreign banks and government debentures and in debt securities of corporations. The financial institutions
that hold our marketable securities are major U.S. financial institutions, located in the United States. As of December 31, 2022,
25% of our marketable securities portfolio was invested in debt securities of financial institutions and 75% in debt securities of corporations.
From a geographic perspective, 64% of our marketable securities portfolio was invested in debt securities of U.S. issuers, 6% was invested
in debt securities of European issuers and 30% was invested in debt securities of other geographic-located issuers. As of December 31,
2022, 95% of our marketable securities portfolio was rated A- or higher and 5% was rated BBB+, as determined by SP.
There are no material
legal restrictions, taxes or other costs associated with transferring our funds held in U.S. financial institutions to Israeli financial
institutions, and we have access to all of our cash as needed for our operations. Although we have various subsidiaries throughout the
world, there are no material legal, tax or other cost impediments to our transferring cash to these subsidiaries for operations as and
when needed or to such subsidiaries transferring cash to us to meet our own cash obligations. Further, we believe we generate sufficient
cash from our Israeli operations to fund our operating and capital requirements and, therefore, do not need or intend to repatriate any
of the earnings of our foreign subsidiaries.
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Other Material Contractual
Obligations
The following table summarizes
our material contractual obligations as of December 31, 2022 and the effect those commitments are expected to have on our liquidity and
cash flow.
|
Payments Due by Period (US $ in thousands)
| |||||
|
Contractual obligations |
Total |
Less than 1 year* |
1-3 years |
3-5 years |
More than 5
years |
|
Operating leases (1) |
26,290 |
3,987 |
9,353 |
6,237 |
6,713 |
|
Total contractual cash obligations (2) |
26,290 |
3,987 |
9,353 |
6,237 |
6,713 |
*
Become due during 2023.
(1) Consists of outstanding
operating leases for the Company’s facilities. The lease agreements expire in the years 2023 to 2030, although certain of our leases
have renewal options.
(2) Severance payments
of $4.7 million are payable only upon termination, retirement or death of the respective employee and there is no obligation for benefits
accrued prior to 2007 if the employee voluntarily resigns. Since we are unable to reasonably estimate the timing of settlement, such payments
are not included in the table. See also Note 2(w) of our consolidated financial statements.
Market Risk
We are exposed to market
risk, including fluctuations in interest rates and foreign currency exchange rates. Additional information about market risk is set forth
in Item 11 “Quantitative and Qualitative Disclosures about Market Risk.”
Outlook
Our capital requirements
depend on numerous factors, including market acceptance of our products and services and the resources we allocate to our operating expenses.
Since our inception, we have experienced substantial increases in our expenditures consistent with growth in our operations and personnel,
and we may increase our expenditures in the foreseeable future in order to execute our strategy.
We anticipate that operating
activities as well as capital expenditures will demand the use of our cash resources. We believe that our cash balances will provide sufficient
cash resources to finance our operations and the projected marketing and sales activities and research and development efforts and other
elements of our strategy for a period of no less than the next 12 months.
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C. Research
and Development, Patents and Licenses, etc.
In order to accommodate
the rapidly changing needs of our markets, we place considerable emphasis on research and development projects designed to improve our
existing product lines, develop new product lines and customize our products to meet our customers’ needs. As of December 31, 2022,
we had 419 employees and 75 subcontractors engaged primarily in research and development activities, compared to 365 employees and 68
subcontractors at the end of 2021. For a further discussion of research and development, see Item 5.A “Operating Results.”
For a discussion regarding
the benefits provided under programs of the IIA, see Item 4.B “Business Overview—Israeli
Innovation Authority.”
D. Trend
Information
General
We have identified the
following key trends and uncertainties that we believe will materially influence our market, financial condition and the demand for our
solutions:
| • |
Applications are migrating to
the public cloud. The migration to public cloud exposes
organizations to new threats that require consistent security across all cloud environments. Organizations also prefer to purchase security
services as a subscription, to match the subscription-based consumption of hosting services. |
| • |
Datacenter architecture is changing.
Datacenter architecture is changing to include various models such as a physical datacenter, a virtual datacenter, a software defined
datacenter, and private or public cloud. New emerging edge clouds coupled with the emerging 5G breakouts and SD-WAN will enable enterprises
to leverage their IoT strategy effectively. Many organizations use a mixed infrastructure that includes a combination of one or more of
the above and therefore require broader overarching protection that encompasses both the datacenter and cloud-based applications that
can be built and delivered as “lift and shift” and “born-in-the cloud” modes. In addition, this mixed environment
often involves multiple vendors and creates challenges in IT staffing and operational costs, which increase the needs for hybrid cloud
services, managed services and modern automated data center technologies. |
| • |
Application modernization requires
new security tools. Application infrastructure is changing,
from monolithic applications to modern applications and websites in which deployment workflows, front-end built-tools and API-centric
architectures are used. The rise of cloud-native ecosystems, increasingly adapting cloud-direct and micro-services architecture packaged
as containers, is providing a built-in “on-demand” elasticity and availability application infrastructure. This enables introducing
and running the new generation of cloud-native applications, in a fast, adaptive and more efficient way by interacting with DevOps CICD
tools and methods. As such, the AppSec blast radius is expanded and requires injection of security controls within the application lifecycle
generation at early stages, to avoid slowdown in development, to sanitize, for example, usage of opensource software used by developers
and might leak in malicious code (recent Log4J library). Various “shift-left” methods are used and specifically adapted for
various target deployment environments. |
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| • |
The above-mentioned cloud-native
application delivery opens the door for leakage through the open cloud interface. A
new family of attack surfaces manifested by the fact that the cloud APIs are publicly published, and DevOps processes are done from the
outside of the cloud “perimeter” (the insider becomes the outsider). “Cloud-native” infiltrations are enabled
by the usage of cloud-IAM (identify and access) misconfigurations or account take over techniques and by various vulnerabilities of publicly
exposed web and API interfaces. This creates a need for a new protection posture for compliance, permissions hardening, vulnerabilities
detection as well as cloud-native detection (infiltrations and exfiltration) and response tools under new industry categories: CIEM (Cloud
Infrastructure Entitlement Management), CSPM (Cloud Security Posture Management) and CWPP (Cloud Workload Protector Platform) and CTDR
(Cloud Threat Detection and Response). |
| • |
Organizations’ attack surfaces
are increasing due to a changing economy. This was caused
by a combination of two forces. First, working from home due to COVID-19 required organizations to enable remote access to applications
and services that were previously not exposed. This eliminated the traditional network perimeter, and now every home computer or mobile
device has become the new perimeter. Second, an increase in the online consumption of goods has accelerated organizations’ digital
transformation and migration to the cloud. The result is more opportunities for attackers to leverage the increased attack surface.
|
| • |
Increasing complexity and intensity
of security threats. The increasing complexity and intensity
of the security threats landscape requires expertise in identifying the attacks and state-of-the-art security to mitigate the attacks
and safeguard the assets. Attack delivery is aided by the growing presence of connected devices (IoT), which increases the threat
surface against any kind of infrastructure, as well as traffic encryption (dark data) assisting hiding attacks. Furthermore, attack tools
are increasingly available to all through the dark net and becoming more sophisticated as hackers use automation and weaponize artificial
intelligence. This leads to ever morphing and scalable attack vectors at all levels, from volumetric botnets through web and API-centric
attacks, as well as new attack surfaces that utilize Kubernetes-platforms (container orchestration platform of choice). The mass
amount of uncontrolled IoT devices and cloud hosting opens the door for a new generation of botnets and automated bots that are hard to
classify and block. Most organizations are not able to keep up with these developments with their internal cyber security resources and
seek managed security services. |
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| • |
Increasing expectations for applications
availability and frictionless performance, due to the increasing dependence on applications in today’s business world.
Businesses are sensitive to the resilience and availability of their applications, given their customers’ expectations of flawless
experience and optimal performance. As such, exposed web and API based applications are the target for attackers that utilize both the
server side as well as the client/browser side platforms for spreading their malicious code. New security controls utilize the power of
artificial intelligence (AI) and machine learning (ML) to control the delivery of AppSec services (false positives) as well as detection
of zero-day. |
| • |
COVID-19
and Russia-Ukraine War. The
potential effects of the COVID-19 pandemic (see below under “COVID-19 Update”) and the Russia-Ukraine
war. |
We believe that our business,
comprised of application security and delivery solutions, is positioned to effectively navigate the headwinds resulting from the above-mentioned
industry dynamics due to the following key factors:
| • |
We have developed a broad portfolio of solutions to address the challenges and meet the requirements arising from these trends.
|
| • |
We continuously focus on innovation and believe that our solutions have, in many instances, a technological advantage over competing
solutions. |
| • |
We offer our solutions in a wide array of deployment models (on-premise solutions, managed services, cloud-based solutions, etc.),
in order to support various customers’ business models. We believe this flexibility addresses the complexity and diversity of the
current application and infrastructure ecosystem. |
We believe that the advantages
of our offerings, coupled with the above-mentioned industry dynamics and trends, place us in a position to meet our business plans. Nevertheless,
meeting our business plans and implementing our growth strategy, as more fully described under Item 4.B “Business Overview–Our
Growth Strategy” above, may not convert into revenues growth in a given period, due to our shift towards subscription-based product
sales, where revenues are recognized throughout the subscription period.
In addition, while we
believe that the above trends may present some opportunities for us, they also pose significant challenges, risks and uncertainties, including
the following:
| • |
We operate in a highly competitive environment, and some of our competitors have larger internal resources, and a larger installed
base. |
| • |
While we believe that the shift towards a subscription-based business model is a strategic transition towards higher growth and profitability
in the long term, we may not be successful in its execution, including an inability to maintain a high subscription renewal rate.
|
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| • |
In addition, our customers’ purchasing decisions are related to the conditions in our industry and in the various regions and
geographical markets in which we operate and are tied to the overall IT spending climate. Uncertainty about current global economic conditions
continues to pose a risk as customers may postpone or reduce spending in response to such uncertainties. In particular, the COVID-19 pandemic
and the Russia-Ukraine war may negatively affect economic conditions regionally as well as globally, disrupt operations situated in countries
particularly exposed to the contagion, affect supply chains or otherwise negatively impact our business. |
| • |
The other risks and uncertainties we face, as described under Item 3.D “Risk Factors.” |
COVID-19 Update
The COVID-19 pandemic has resulted in a
widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, placed constraints on the
operations of businesses, and decreased consumer mobility and activity. Our business has been affected in various ways from the COVID-19
pandemic, including the following:
| • |
Manufacturing
and Supplies: During 2022, we experienced some slowdowns
in our supply chain. Such slowdowns were mainly associated with the need to deliver appliances to customers’ locations around the
world. We have undertaken various measures in order to overcome these disruptions, primarily in order to mitigate the risk of failing
to timely respond to our customers’ delivery requirements in the face of importation blocking in different countries. As a result,
the overall impact of COVID-19 on our manufacturing and supply chain was immaterial. |
| • |
Human Resources:
At the outset of the COVID-19 pandemic, we shifted our operations to enable work from home and, in compliance with constantly developing
regulations enacted in Israel and abroad, we continue to allow our office employees to work, partially or primarily, from their homes.
|
While,
taken as a whole, we do not believe COVID-19 had a significant impact on our business in 2022, the impacts of the global pandemic on our
business and financial outlook remain unknown. In particular, there is no guaranty that any increased investments in cyber protection
solutions by our customers as described above will continue after the COVID-19 pandemic subsides and the extent to which COVID-19 will
impact our business, financial condition or results of operations will depend on future developments, which are uncertain and cannot be
predicted. We intend to continue to actively monitor the situation and may take further actions as may be required by applicable regulations
or that we deem are necessary or desirable to address the needs of our employees, customers, partners and suppliers.
E.
Critical Accounting Estimates
In many cases, the accounting
treatment of a particular transaction is specifically dictated in U.S. GAAP and does not require management’s judgment in its application.
There are also areas in which management’s judgment in selecting among available alternatives would produce a materially different
result. Our management has reviewed these critical accounting policies and related disclosures with the Audit Committee of our Board
of Directors. See Note 2 to our consolidated financial statements included elsewhere in this annual report, which contains additional
information regarding our accounting policies and other disclosures required by U.S. GAAP.
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Our management believes
that the significant accounting policies that affect its more significant judgments and estimates used in the preparation of its consolidated
financial statements and that are the most critical to aid in fully understanding and evaluating our reported financial results include
the following:
| • |
Revenue recognition; |
| • |
Investment in marketable securities; |
| • |
Business combinations; |
| • |
Goodwill and impairment of long-lived assets. |
| • |
Share-based compensation; and |
| • |
Income taxes. |
Revenue
Recognition. We recognize revenues in accordance with the
Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers
(Topic 606)” (ASC 606). 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 a performance obligation.
Our solutions are sold
primarily through distributors and resellers, all of which are considered end-users.
Our arrangements typically
contain various combinations of our products and subscriptions and PCS, which are distinct and are accounted for as separate performance
obligations. We allocate the transaction price to each performance obligation based on its relative standalone selling price (SSP). If
the SSP is not observable, we estimate the SSP taking into account available information such as geographic specific factors, customer
grouping and internally approved pricing guidelines related to the performance obligation. For PCS, we determine the standalone selling
price based on observable renewals prices. For subscriptions, we determine the standalone selling price based on standalone new subscription
transactions and renewals. For products, the SSP is not observable, and therefore, we estimate the product SSP taking into account available
information such as geographic specific factors, customer grouping and internally approved historical pricing guidelines.
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Deferred revenues include
unearned amounts received under post-contract customer support and subscription agreements and are classified as short- and long-term
based on their contractual term. Deferred revenue amounts which represent uncollected amounts are offset against trade receivables.
We record a provision
for estimated sale returns and credits to customers on our products in the same period that the related revenues are recorded in accordance
with ASC 606. Those estimates are based on historical sales returns and other factors known to us. Such provisions amounted to $1.0 million
and $2.5 million as of December 31, 2022 and 2021, respectively.
Investment in Marketable
Securities. We account for investments in debt marketable securities in accordance with Accounting Standards Codification,
or ASC 320, “Investments – Debt Securities.” Management determines the appropriate classification of our investments
at the time of purchase and reevaluates such determinations at each balance sheet date.
We classified our debt
securities as available-for-sale securities. Available-for-sale securities are carried at fair value, with the unrealized gains and losses
reported in “accumulated other comprehensive loss, net of tax” in shareholders’ equity. Realized gains and losses on
sales of investments are included in financial income, net and are derived using the specific identification method for determining the
cost of securities.
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The amortized cost of
debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization together with interest
on securities are included in financial income, net.
In 2020, we adopted ASU
2016-13, Topic 326 "Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments," which modified
the other than temporary impairment model available for sale debt securities. Available-for-sale securities are periodically evaluated
for unrealized losses. For unrealized losses in securities that we intend to hold and will not more likely than not be required to sell
before recovery, we further evaluate whether declines in fair value below amortized cost are due to credit or non-credit related factors.
We consider credit-related impairments to be changes in value that are driven by a change in the creditor's ability to meet its payment
obligations and record an allowance and recognize a corresponding loss in financial income, net when the impairment is incurred. Unrealized
non-credit related losses and unrealized gains are reported as a separate component of accumulated other comprehensive income in our consolidated
balance sheets until realized. The amortized cost of marketable securities is adjusted for amortization of premiums and accretion of discounts
to maturity. Such amortization together with interest on securities is included in financial income, net. Credit loss impairments for
the years ended December 31, 2022, and 2021 were immaterial.
Business Combinations.
We account for business combinations in accordance with ASC No. 805, "Business Combinations" ("ASC 805"). Under ASU No. 2017-01, “Business
Combinations (Topic 805): Clarifying the Definition of a Business (“2017-01”), we first determine whether substantially all
of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.
If this threshold is met, the single asset or group of assets, as applicable, is not a business.
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 purchase price 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 in acquired income tax position are to be recognized
in earnings.
When we acquire a business, the purchase price is allocated
to the tangible and identifiable intangible assets, net of liabilities assumed. Any residual purchase price is recorded as goodwill. The
allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and
liabilities assumed, especially with respect to intangible assets. We use the Discounted Cash Flow Method to assign fair values to acquired
identifiable intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate
in the future, forecasted future revenue, forecasted operating results, discount rates and the appropriate weighted-average cost of capital.
These estimates are inherently uncertain and unpredictable.
These models are based on reasonable estimates and assumptions
given available facts and circumstances, including industry estimates and averages, as of the acquisition dates and are consistent with
the plans and estimates of management.
During the measurement period, which may be up to one year
from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may
be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair
value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to in our consolidated
statements of income (loss).
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Goodwill
and impairment of long-lived assets. Goodwill represents the excess of the purchase price in a business combination over
the fair value of the net tangible and intangible assets acquired. Under ASC 350 “Intangibles – Goodwill and Other”
(ASC 350), goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 requires goodwill to be tested for impairment
at least annually or between annual tests in certain circumstances and written down when impaired. Goodwill is tested for impairment by
comparing the fair value of each reporting unit with its carrying value.
ASC 350 allows an entity
to first assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. If the entity
elects not to use this option, or if the entity determines that it is more likely than not that the fair value of a reporting unit is
less than its carrying value, then the entity prepares a quantitative analysis to determine whether the carrying value of a reporting
unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, the entity recognizes
an impairment of goodwill for the amount of this excess.
We operate in one operating
segment, and this segment comprises two reporting units. We conduct our annual test of impairment for goodwill on December 31st of each
year, or more frequently if impairment indicators are present. No impairment was recorded during 2022, 2021 and 2020.
Share-based
compensation. We account for share-based compensation in
accordance with ASC 718, “Compensation-Stock Compensation” (ASC 718). ASC 718 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 income.
We recognize compensation
expenses for the value of our awards based on the accelerated attribution method over the requisite service period of each of the awards,
net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures.
We selected the Black-Scholes-Merton option pricing model to account for the fair value
of our share-options awards with only service conditions and whereas the fair value of the restricted share awards is based on the market
value of the underlying shares at the date of grant.
During 2020, the Board of Directors of the Company approved a market-condition based
RSUs equity grant to the Chief Executive Officer of the Company. The vesting of the market-condition based RSUs granted during 2020 is
dependent upon the Company's share performance over the requisite service period.
On July 28, 2022, the Board of Directors of the Company approved an equity grant to
the Chief Executive Officer of the Company, which is comprised of RSUs, market-condition based RSUs and market-condition based share options.
The equity grant includes grants for the years 2022, 2023 and 2024 and are fixed monetary amounts ($7,725, $5,000 and $5,000, respectively).
The number of the equity instruments for the 2023 and 2024 grants will be determined based on the Company's share price on January 1,
2023 and January 1, 2024, respectively.
Market-condition based RSUs' vesting is dependent upon the fulfillment of certain market
conditions and will vest, or partially vest, depending on the Company's share performance compared to other companies that are listed
on the NASDAQ CTA Cybersecurity Index over the requisite service period, which is up to three years.
Market-based condition Share options' vesting is dependent upon the fulfillment of certain
market conditions will vest depending on the Company's share performance over the requisite service period, which is up to three years.
For the 2023 and 2024 grants, the Company recorded a liability in the consolidated balance
sheets for the RSUs and the market-condition based RSUs as the Company has an obligation to issue a variable number of shares for which
the monetary amount is fixed and the key terms and conditions of the equity grant are known.
The fair value of the market-condition based awards was determined using a Monte Carlo
simulation methodology.
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The option-pricing model
requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term.
Expected volatility was calculated based upon actual historical stock price movements over a historical period equivalent to the option’s
expected term. The expected option term represents the period of time that options are expected to be outstanding. Expected term of options
is based on historical experience. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term.
We have historically not paid dividends and have no foreseeable plans to pay dividends.
Income
Taxes. We account for income taxes in accordance with ASC
740, “Income Taxes.” This statement prescribes the use of the liability method whereby deferred tax assets 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 if it is more likely than not that a portion or all of
the deferred tax assets will not be realized.
ASC 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 only addressed if the first step has been satisfied (i.e., the position is more likely than not
to be sustained), otherwise a full liability in respect of a tax position not meeting the more likely than not criteria is recognized.
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.
We accrue interest and penalty, if any, that are related to unrecognized tax benefits in its taxes on income. Although we believe we have
adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be
different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of
an estimate or changes in tax laws. To the extent that the final tax outcome of these matters is different than the amounts recorded,
such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income
taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related interest
and penalties.
Accounting for tax positions
requires judgments, including estimating reserves for potential uncertainties. We also assess our ability to utilize tax attributes, including
those in the form of carryforwards for which the benefits have already been reflected in the financial statements. We do not record valuation
allowances for deferred tax assets that we believe are more likely than not to be realized in future periods. While we believe the resulting
tax balances as of December 31, 2022 and 2021 are appropriately accounted for, the ultimate outcome of such matters could result
in favorable or unfavorable adjustments to our consolidated financial statements and such adjustments could be material. See Note 14 to
our consolidated financial statements included elsewhere in this annual report for further information regarding income taxes. We have
filed or are in the process of filing local and foreign tax returns that are subject to audit by the respective tax authorities. The amount
of income tax we pay is subject to ongoing audits by the tax authorities, which often result in proposed assessments. See “Results
of Operations—Income Taxes” above.
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While we believe that
we have adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement, our future results may include
favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, audits are closed
or when statutes of limitation on potential assessments expire.
| ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A.
Directors and Senior Management
The following table lists
our current directors and senior management:
|
Name
|
Age
|
Position
|
|
Yehuda Zisapel (1) |
81 |
Chairman of the Board of Directors |
|
Yair Tauman (1)(2)(3)(4) |
74 |
Director |
|
Stanley B. Stern (2)(4)(6) |
65 |
Director, Chairman of the Audit Committee |
|
Naama Zeldis (2)(3)(4)(5) |
59 |
Director |
|
Gabi Seligsohn (2)(3)(6) |
56 |
Director, Chairman of the Compensation Committee |
|
Yuval Cohen (1)(2)(3)(4) |
60 |
Director |
|
Meir Moshe(2)(5) |
68 |
Director |
|
Roy Zisapel (5) |
52 |
President, Chief Executive Officer and Director |
|
Guy Avidan |
60 |
Chief Financial Officer |
|
Yoav Gazelle |
53 |
Chief Business Officer |
|
David Aviv |
67 |
Chief Technology Officer |
|
Gabi Malka |
47 |
Chief Operating Officer |
|
Sharon Trachtman |
54 |
Chief Marketing Officer |
|
Riki Goldreich |
46 |
Chief People Officer |
(1) Term as director
expires at the annual meeting of shareholders to be held in 2024.
(2)
Qualified as an independent director, as determined under the Nasdaq
rules.
(3) Serves on
the Compensation Committee of the Board of Directors.
(4) Serves on
the Audit Committee of the Board of Directors.
(5)
Term as director expires at the annual
meeting of shareholders to be held in 2025.
(6) Term as director
expires at the annual meeting of shareholders to be held in 2023.
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87 -
Yehuda Zisapel, co-founder
of our Company, has served as a member of our Board of Directors since our inception in May 1996 and served as Chairman of our Board of
Directors from May 1996 until August 2006 and again since November 2009. In addition, Mr. Zisapel serves as a director of Radware US and
other subsidiaries. Mr. Zisapel is also a founder and a director of RAD Data Communications Ltd., a worldwide data communications company
headquartered in Israel, and BYNET Data Communications Ltd., a distributor of data communications products in Israel and serves as a director
of other private companies in the RAD-Bynet Group. See Item 4.C “Organizational Structure”. Mr. Zisapel has a B.Sc.
and a M.Sc. degree in electrical engineering as well as an Award of Honorary Doctorate (DHC-Doctor Honoris Causa) from the Technion, Israel
Institute of Technology and an M.B.A. degree from Tel Aviv University, Israel. Yehuda Zisapel is the father of Roy Zisapel, our President,
Chief Executive Officer and director.
Professor
Yair Tauman has served as a member of our Board of Directors
since October 2010 (until February 2020, as an external director). He is the Dean of the Adelson School of Entrepreneurship in the Interdisciplinary
Center (IDC) in Herzliya, Israel and was previously the Dean of the Arison School of Business in the IDC. He is also a Leading Professor
of Economics and the Director of the Stony Brook Center for Game Theory, New York. He was a professor at Tel Aviv University for 25 years
until 2009 and, prior thereto, served as a professor at the Kellogg School of Management at Northwestern University. His areas of research
include game theory and industrial organization. Professor Tauman currently serves on the board of directors of other private companies
from different sectors, including online auctions, social networking and fintech. Professor Tauman obtained his Ph.D. and M.Sc. degrees
in mathematics as well as a B.Sc. in mathematics and statistics from The Hebrew University, Israel.
Stanley
B. Stern has served
as a member of our Board of Directors since September 2020. Mr. Stern is currently the chairman of the board of directors of AudioCodes
Ltd. (Nasdaq, TASE: AUDC) (AudioCodes), a leading vendor of advanced communications software, products and productivity solutions for
the digital workplace, and serves as a member of the boards of directors of the following public companies: Ormat Technologies, Inc. (NYSE:
ORA), Ekso Bionics Holdings, Inc. (Nasdaq: EKSO). Since 2013, Mr. Stern has served as the president of Alnitak Capital, a strategic advisory
firm, engaged primarily in high-tech, alternative energy and healthcare. Previously, from 1982 until 2000 and from 2004 until 2013, Mr.
Stern served in various positions at Oppenheimer Co., including as a Managing Director and Head of Investment Banking, Technology,
Israeli Banking and FIG. From 2002 until 2004, he was a Managing Director and the Head of Investment Banking at C.E. Unterberg, Towbin.
From January 2000 until January 2002, Mr. Stern was the President of STI Ventures Advisory USA Inc., a venture capital firm focusing on
technology investments. In the past, Mr. Stern was a board member of several public and private companies, including Given Imaging Ltd.
and Fundtech Ltd., and the chairman of the boards of directors of Tucows, Inc. and of SodaStream International Ltd., until its sale to
Pepsico in December 2018. Mr. Stern holds a B.A. degree in economics and accounting from City University of New York, Queens College,
and an M.B.A. from Harvard University.
Naama
Zeldis has served
as a member of our Board of Directors since September 2020. Ms. Zeldis served as the Chief Executive Officer of Aquarius-Spectrum Ltd.,
a private company specializing in innovative solutions for monitoring urban water pipes and detecting hidden leaks from the earliest stage,
until January 2023. Formerly, Ms. Zeldis served as Chief Financial Officer for a variety of high-tech and industrial companies, such as
Tahal Group from 2013 to 2020, Netafim Ltd. from 2005 to 2013, the Israeli subsidiary of Electronic Data Systems from 2001 to 2005 and
Radguard Ltd., formerly with the RAD-Bynet Group, from 1999 to 2001. Ms. Zeldis currently serves on the board of directors of Orbit Technologies
Ltd. (TASE: ORBI), a company specializing in satellite communications, tracking systems, airborne communication and audio managements
solutions, and on the board of directors of Aquarius Engines (A.M.) Ltd. (TASE: AQUA), a developer of a Free Piston Linear Engine, which
is integrated into a comprehensive, reliable, cost-effective, green energy generator. Ms. Zeldis has also served as a member of the boards
of directors of several other companies, including Nova Measuring Instruments Ltd. (Nasdaq: NVMI), Rafael Advanced Defense Systems Ltd.
and Metalink Ltd. She holds a B.A. degree in accounting from the Tel Aviv University and a B.A. degree in economics and an M.B.A. from
the Hebrew University in Jerusalem.
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88 -
Gabi Seligsohn has served
as a member of our Board of Directors since May 2020. Mr. Seligsohn served as the Chief Executive Officer of Kornit Digital Ltd. (Nasdaq:
KRNT) from April 2014 through July 2018 and led its successful IPO in April 2015 and remains a Director on its board. From August 2006
until August 2013, Mr. Seligsohn served as the President and Chief Executive Officer of Nova Measuring Instruments Ltd. (Nasdaq:
NVMI). From 1998 to 2006, he served in several leadership positions in Nova. Mr. Seligsohn also served as a director of DSP Group
(Nasdaq: DSPG). Mr. Seligsohn holds an LL.B. degree from the University of Reading, England.
Yuval
Cohen has served as a member of our
Board of Directors since December 2021. He is the founding and managing partner of Fortissimo Capital Fund, a private equity fund headquartered
in Israel, that was established in 2004. From 1997 through 2002, Mr. Cohen was a General Partner at Jerusalem Venture Partners, an Israeli-based
venture capital fund, and prior thereto, he held executive positions at various Silicon Valley companies, including DSP Group, Inc. (Nasdaq:
DSPG) and Intel Corporation (Nasdaq: INTC). Currently, Mr. Cohen serves as the chairman of the board of directors of Kornit Digital Ltd.
(Nasdaq: KRNT). He also serves on the board of directors of several privately-held portfolio companies of Fortissimo. Mr. Cohen holds
a B.Sc. degree in industrial engineering from the Tel Aviv University and an M.B.A. from Harvard University.
Meir
Moshe has served as a member of our Board of Directors
since May 2022. Mr. Moshe has held senior positions in the financial sector over the past four decades, including as our Chief Financial
Officer from 1999 to 2016 and as our interim Chief Financial Officer from June 2021 to February 2022. Mr. Moshe has served as a director
and member of the audit committee in multiple public companies, including Ability Inc. (from 2016 to 2017), Carasso Motors Ltd. (from
2018 to 2019) and Albert Technologies Ltd. (from 2018 to 2019). He currently provides consulting services to public companies. He holds
a B.Sc. degree in economics and accounting from Tel Aviv University, Israel and is a certified public accountant.
Roy
Zisapel, co-founder of our Company,
has served as our President and Chief Executive Officer and a director since our inception in May 1996. Mr. Zisapel also serves
as a director of Radware US and other subsidiaries. From 1996 to 1997, Mr. Zisapel was a team leader of research and development projects
for RND Networks Ltd. From 1994 to 1996, Mr. Zisapel was employed as a software engineer for unaffiliated companies in Israel. Currently,
Mr. Zisapel serves on the board of directors of Israel Acquisitions Corp (NASDAQ: ISRL). Mr. Zisapel also serves as a
director of Rad Data Communications Ltd., a private company in the RAD-Bynet Group. Mr. Zisapel has
a B.Sc. degree in mathematics and computer science from Tel Aviv University, Israel. Roy Zisapel is the son of Yehuda Zisapel, who is
the Chairman of the Board of Directors of the Company, and Nava Zisapel, who is one of our major shareholders.
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89 -
Guy
Avidan has served as our Chief Financial Officer since
February 2022. Prior to joining Radware, he was with Kornit Digital, where he served as President at KornitX from November 2020 to November
2021 and as Chief Financial Officer from November 2014 to November 2020, in which role he led Kornit to its initial public offering on
Nasdaq. Prior to joining Kornit Digital, Mr. Avidan was Vice President of Finance and Chief Financial Officer at AudioCodes (NASDAQ:
AUDC). In addition, Mr. Avidan has 15 years of experience serving in various other executive capacities, including co-President and Chief
Financial Officer at MRV Communications, Inc. (NASDAQ: MRVC), as well as Vice President of Finance and Chief Financial Officer at Ace
North Hills, which was acquired by MRV Communications. Mr. Avidan is a certified public accountant and holds a B.A. degree in economics
and accounting from Haifa University in Israel.
Yoav
Gazelle has served as our Chief Business Officer since
January 2022 and as our Vice President, International Sales since January 2019. Prior to that, Mr. Gazelle served as our Vice President,
EMEA CALA from June 2013 to January 2019. Prior to joining Radware, between 2000 and 2013, Mr. Gazelle held a variety of sales,
marketing and business development positions in ECI Telecom Ltd., including President, Head of Europe and the Americas from January 2012
to March 2013. Mr. Gazelle holds a B.Sc. degree in electrical and electronic engineering from the Technion – The Israeli Institute
of Technology, Israel.
David
Aviv has served as our Chief Technology Officer since 2016
and as our Vice President, Advanced Services, since 2004. Mr. Aviv oversees the technology strategy
for the Company’s solutions for enterprise, carrier and cloud solutions and is involved in researching and developing key algorithms
and concepts that will guide the direction of the Company’s future solutions. Prior to joining Radware, he was the VP of Engineering
at Ofek, an Israel-based ILEC and a senior consultant. Prior to that, until 2000, Mr. Aviv served in the Israeli Air Force as a senior
technical leader. He also serves as the Technical Chairman of the Israeli Telecom Standards Body committee. Mr. Aviv holds a Ph.D.
degree in Electrical Engineering (EE) from the Naval Postgraduate School in Monterey, California, a B.S. degree in Electrical Engineering
from Ben-Gurion University and an M.S. degree in Electrical Engineering from Tel Aviv University, Israel.
Gabi
Malka has served as our Chief Operating
Officer since March 2014. Mr. Malka oversees product management, research development, cloud services, and customer support. From
May 2005 to February 2014, Mr. Malka served as Vice President of Research Development at HP Software (formerly Mercury). Prior to
HP Software, from 2000 to 2005, Mr. Malka served as Vice President of Research Development of AppStream (acquired by Symantec).
Prior to AppStream, from 1998 to 2000, Mr. Malka directed Research Development at Amdocs Limited. Mr. Malka holds a B.A. from American
InterContinental University and has furthered his post-graduate education at Tel Aviv University (Lahav Business School) and Harvard Business
School.
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Sharon
Trachtman has served as our Chief Marketing Officer since
February 2021. In parallel she continues to serve as our Chief Business Operation Officer. Ms. Trachtman has been with our Company since
its start of operations in 1997. Since September 1997 she held various senior positions in Radware, such as Product Management Vice President
and Marketing Vice President. From November 1994 to September 1997, Ms. Trachtman was a product line marketing manager for Scitex
Corporation. Ms. Trachtman holds a B.A. degree in computer science and philosophy from Bar-Ilan University, Israel.
Riki
Goldreich has served as our Global VP HR since 2016 and
as our Chief People Officer since 2022. Ms. Goldriech brings more than 13 years of human resources experience to her role. Prior to Radware,
Ms. Goldriech managed the human resources function at Hewlett-Packard Enterprise (HPE) Software in Israel. Ms. Goldriech has also held
multiple human resources posts at HPE Israel. Ms. Goldriech holds a B.Sc. degree in computer science and logistics-economics and an MBA
from Bar-Ilan University.
Additional Information
Under Nasdaq requirements,
a majority of the members of our Board of Directors are required to be “independent” as defined under the Nasdaq rules. We
currently satisfy this requirement because six of our eight directors (namely, Mr. Stanley Stern, Prof. Yair Tauman, Mr. Gabi Seligsohn,
Ms. Naama Zeldis, Mr. Yuval Cohen and Mr. Meir Moshe) qualify as “independent directors” under the Nasdaq rules.
Yehuda Zisapel, the Chairman
of the Board of Directors, co-founder of the Company, and a shareholder of our Company, is the father of Roy Zisapel, our President, Chief
Executive Officer and director. In accordance with the Companies Law, Mr. Zisapel’s service as our Chairman was approved by our
shareholders in November 2020. There are no other family relationships between any of the directors or members of senior management named
above.
We are not aware of
any arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which (1) any person referred
to above was selected as a director or member of senior management or (2) any director will receive compensation by a third party in connection
with his or her candidacy or board service in the Company.
B.
Compensation
General
Our objective is to attract,
motivate and retain highly skilled personnel who will assist Radware to reach its business objectives, performance and the creation of
shareholder value and otherwise contribute to our long-term success. Our compensation policy for our executive officers and directors,
or the Compensation Policy, which is approved by our shareholders, is designed to correlate executive compensation with our objectives
and goals.
The following table sets
forth all salaries, fees, commissions and bonuses and pension retirement and other similar benefits we paid or accrued with respect to
all of our directors and officers as a group for the 2022 fiscal year. The table does not include any amounts we paid to reimburse any
of our affiliates for costs incurred in providing us with services during such period.
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91 -
|
Salaries, fees, commissions and bonuses |
Pension, retirement and other similar benefits |
|||||||
|
2021 - All directors and officers as a group, consisting of 13
persons* |
$ |
3,864,790 |
$ |
531,240 |
||||
|
2022 - All directors and officers as a group, consisting of 14
persons** |
$ |
3,307,407 |
$ |
527,559 |
||||
* Includes three persons who served as our
officers in 2021 and are no longer serving as our officers and one director who was appointed during 2021.
** Includes one person who served as our
officer in 2022 and is no longer serving as our officer and one director who was appointed during 2022.
During 2022, we granted to our directors
and officers listed in Item 6.A “Directors, Senior Management and Employees”, in the aggregate, 763,150 RSUs at a weighted
average grant date fair value per RSU of $15.19 and options to purchase 228,700 ordinary shares at a weighted average exercise price per
share of $24.78. The options expire sixty-two months after grant. The weighted average grant date fair value of these options was $6.70 per
option.
For a discussion of the
accounting method and assumptions used in valuation of such share-based compensation, see Note 2(s) to our consolidated financial statements
included elsewhere in this annual report. See also Item 6.E “Share Ownership”.
For a discussion of the
compensation granted to our five most highly compensated executive officers during 2022, see “Compensation of Executive Officers”
below, and for a discussion of the compensation paid to our non-employee directors, see “Compensation of Directors” below.
We currently hold directors
and officers liability insurance with an aggregate coverage limit of $35 million, including side A coverage. In addition, we provide our
directors and officers indemnification pursuant to the terms of a Letter of Indemnification substantially in the form approved by our
shareholders.
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92 -
Compensation of Executive Officers
The table and summary
below outline the compensation granted to our five most highly compensated executive officers during or with respect to the year ended
December 31, 2022. We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.”
For purposes of the table
and the summary below, “compensation” includes base salary, bonuses, equity-based compensation, retirement or termination
payments, benefits and perquisites such as car, phone and social benefits, and any undertaking to provide such compensation. All amounts
reported in the table are in terms of cost to the Company, as recognized in our financial statements for the year ended December 31, 2022.
|
Name and Principal Position (1) |
Year |
Salary |
Bonus (including Sales Commissions) (2) |
Equity-Based |
All Other |
|
|
Compensation (3) |
Compensation (4) |
Total | ||||
|
(US$
In Thousands )
| ||||||
|
Roy Zisapel, President, Chief Executive Officer and Director
|
2022 |
452 (5) |
382 (6) |
2,327 |
140* |
3,301 |
|
Guy Avidan, Chief Financial Officer |
2022 |
278 |
72 |
1,475 |
68 |
1,893 |
|
Yoav Gazelle, Chief Business Officer |
2022 |
239 |
228 |
1,250 |
39 |
1,756 |
|
Gabi
Malka, Chief Operating Officer |
2022 |
321 |
85 |
557 |
79 |
1,042 |
|
David Aviv, Chief Technology Officer |
2022 |
304 |
64 |
489 |
71 |
928 |
| (1) |
Unless otherwise indicated herein, all Covered Executives are (i) employed on a full-time (100%) basis; and (ii) subject to customary
confidentiality, intellectual property assignment and non-solicitation provisions as well as an undertaking not to compete with us or
in our field of business for at least 12 months following termination of employment. |
| (2) |
Amounts reported in this column represent annual bonuses, including sales commissions. Consistent with our Compensation Policy, such
bonuses are based upon (i) for non-sales executive officers - achievement of milestones and targets
and the measurable results of the Company, as compared to our budget and/or work plan for the relevant year. The bonus (of up to 10% of
the annual bonus) is based on the achievement and performance of pre-determined key performance indicators (KPIs), and, in any event,
not to exceed the amount of two hundred (200%) of the base salary; and (ii) for sales executive officers - achievement of targets of revenues
generated by the individual and/or his/her team or division and/or the Company and in any event, not to exceed the amount of four annual
base salaries of such executive. |
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93 -
| (3) |
Amounts reported in this column represent the grant date fair value in accordance with accounting guidance for share-based compensation.
For a discussion of the assumptions used in reaching this valuation, see Note 2(s) to our consolidated financial statements included elsewhere
in this annual report. |
| (4) |
Amounts reported in this column include benefits and perquisites, including those mandated by applicable
law. Such benefits and perquisites may include, to the extent applicable to the Covered Executive, payments, contributions and/or allocations
for savings funds (e.g., Managers Life Insurance Policy), education funds (“keren hishtalmut”), pension, severance, vacation,
car or car allowance, medical insurances and benefits, risk insurances (e.g., life or work disability insurance), phone, convalescence
or recreation pay, relocation, payments for social security, tax gross-up payments and other benefits and perquisites consistent with
Radware's guidelines. Unless otherwise indicated herein, all Covered Executives (i) are entitled to a notice period of at least one month
prior to termination (other than termination for cause), during which they are generally entitled to all compensation and rights under
their employment agreements; and (ii) are not entitled to any special bonuses or benefits upon a change of control of our Company, other
than a potential acceleration of the vesting of their share options pursuant to our equity incentive plan, as more fully described in
Item 6.E “Share Ownership” |
| (5) |
As approved by our shareholders on July 28, 2022, as of such date, Mr. Roy Zisapel’s gross base salary increased from $400,000
to $450,000 and his annual bonus increased from $400,000 to $600,000 (however, the actual payout, based on performance, could reach $900,000
for overperformance). Prior to July 28, 2022, Mr. Zisapel’s annual salary was $400,000, which was impacted by the $/NIS exchange
rate from the date of the Annual General Meeting of Shareholders in 2012 where Mr. Zisapel’s salary was approved to the average
$/NIS exchange rate in 2022. |
| (6) |
Consistent with our Compensation Policy, and as approved by our shareholders on July 28, 2022, Mr. Roy Zisapel is entitled to an
annual bonus of up to $600,000 (however, the actual payout, based on performance, could reach $900,000 for overperformance). |
*
Social contributions paid in Israel are denominated in NIS whereas our functional currency is dollars and therefore fluctuations in dollar
amounts may be attributed to exchange rate fluctuations.
As approved by our shareholders
on July 28, 2022, the terms of compensation of Roy Zisapel, our President, Chief Executive Officer and director, were modified, such that,
commencing July 28, 2022, (i) his gross base salary is $450,000 per annum (payable in NIS); (ii) his annual bonus is $600,000 (payable
in NIS) for on-target (100%) performance; however, the actual payout, based on performance, could reach $900,000 for overperformance (or
the equivalent in NIS); and (iii) he is entitled to annual grants of a combination of time-based restricted share units (the “CEO
RSUs”), performance-based restricted share units (the “CEO PSUs”), and performance-based share options (the “CEO
PSOs”), with a total grant value of $7.725 million, $5.0 million and $5.0 million, for 2022, 2023 and 2024, respectively. For additional
details, see Proposal 3 of the Proxy Statement filed as Exhibit 99.2 to the Report of Foreign Private Issuer on Form 6-K we submitted
to the SEC on June 23, 2022.
Compensation of Directors
Our non-employee directors are entitled
to the following compensation: (i) annual compensation in the amount of NIS 120,800 (equivalent to approximately $33,556, based on the
exchange rate published by the Bank of Israel on March 10, 2023, which was NIS 3.60 = $1.00) per year of service; (ii) per meeting
remuneration of NIS 3,600 (equivalent to approximately $1,000, based on the exchange rate published by the Bank of Israel on March 10,
2023, which was NIS 3.60 = $1.00) for each board or committee meeting attended, provided that the director is a member of such committee;
(iii) compensation for telephonic participation in board and committee meetings (where other members physically attend) in an amount of
60% of what is received for physical participation; and (iv) compensation for board and committee meetings held via electronic means without
physical participation in an amount of 50% of what is received for physical meetings. All amounts payable under items (i), (ii), (iii)
and (iv) above are subject to adjustment for changes in the Israeli consumer price index after December 2007 and changes in the amounts
payable pursuant to Israeli law from time to time.
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94 -
In addition, our non-employee
directors are entitled to a grant of options under our share option plans to purchase 20,000 ordinary shares for each year in which such
non-employee director holds office. The options are granted for three years in advance, and therefore
every director receives an initial grant of options to purchase 60,000 ordinary shares that vest
over a period of three years, with a third (20,000) to vest upon each anniversary of service, provided that the director still serves
on the Company’s Board of Directors on the date of vesting. The grant is made on the date of the director’s election (or the
date of commencement of office, if different), and thereafter, every three years, if reelected, an additional grant of options to purchase
an additional 60,000 ordinary shares will be made on the date of each annual meeting in which such director is reelected. The exercise
price of all options shall be equal to the fair market value of the ordinary shares on the date of the grant (i.e., an exercise price
equal to the market price of our ordinary shares on the date of the annual meeting approving the election or reelection of a director
or the date of commencement of office, if different).
C.
Board Practices
Introduction
Since we are incorporated
as an Israeli company, we are subject to the provisions of the Companies Law and the regulations adopted thereunder. In addition, since
our ordinary shares are listed on the Nasdaq Global Select Market, we are also subject to the Nasdaq rules.
According to the Companies
Law and our Articles of Association, the oversight of the management of our business is vested in our Board of Directors. Our Board
of Directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. As part of its powers,
our Board of Directors may cause us to borrow or secure payment of any sum or sums of money for our purposes, at times and upon terms
and conditions as it determines, including the grant of security interests in all or any part of our property.
Our
Articles of Association provide for a Board of Directors of not less than five and not more than nine directors. Currently, our
Board of Directors consists of eight directors. In accordance with
current Nasdaq requirements, nominees for election as directors are approved and recommended to the Board of Directors by a majority of
our independent directors.
Under
the Companies Law, our Board of Directors is required to determine the minimum number of directors having accounting and financial expertise,
as defined in regulations promulgated under the Companies Law, that our Board of Directors should have. In determining the number
of directors required to have such expertise, the Board of Directors must consider, among other things, the type and size of the company
and the scope and complexity of its operations. Our Board of Directors has determined that we require at least one director with the requisite
financial and accounting expertise and that Ms. Naama Zeldis has such expertise.
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Staggered
Board
In accordance with the
terms of our Articles of Association, our Board of Directors is divided into three classes with each class of directors serving until,
generally, the third annual meeting following their election as follows:
|
Class |
Term expiring at
the annual meeting for the year |
Directors | ||
|
Class III |
2023 |
Gabi Seligsohn and Stanley Stern | ||
|
Class I |
2024 |
Yehuda Zisapel, Yair Tauman and Yuval Cohen | ||
|
Class II |
2025 |
Roy Zisapel, Naama Zeldis and Meir Moshe |
At each annual meeting
of shareholders after the initial classification, the successors to directors whose terms will then expire will be elected to serve from
the time of election and qualification until the third annual meeting following such election. Directors are elected by a simple
majority of the votes cast by our shareholders at an annual general meeting, whereas a director’s removal from office requires the
vote of at least 75% of the voting power represented at the general meeting. Any additional directorships resulting from an increase in
the number of directors will be distributed among the three classes so that, to the nearest extent possible, each class will consist of
one-third of the directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control
or management of our Company.
For
a description of how long our directors and officers have served in their current positions, please see Item 6.A “Directors and
Senior Management.”
External
Directors and Israeli Relief Regulations
Under the Companies Law,
companies incorporated under the laws of Israel whose shares are listed for trading on a stock exchange or have been offered to the public
in or outside of Israel, are required to appoint at least two external directors. However, pursuant to Israeli regulations promulgated
under the Companies Law, companies whose shares are traded on specified non-Israeli stock exchanges, including Nasdaq, and which
do not have a controlling shareholder, such as Radware, may elect to opt out of the requirement to maintain external directors as
well as elect to opt out of the composition requirements under the Companies Law with respect to the audit and compensation committees.
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96 -
Consistent with the aforesaid
relief regulations, in February 2020, we elected to opt out from the requirement to appoint external directors and from the composition
requirements for the audit and compensation committees under the Companies Law. Our eligibility to opt out is conditioned upon: (i) the
continued listing of our ordinary shares on the Nasdaq (or one of a few other specified non-Israeli stock exchanges); (ii) there not being
a controlling shareholder of our Company; and (iii) our compliance with the SEC rules and Nasdaq requirements as to the composition of
(a) our board of directors (which requires that we maintain a majority of independent directors on our board of directors) and (b) the
audit and compensation committees of our board of directors (which, subject to certain exceptions, requires that such committees consist
solely of independent directors (at least three and two members, respectively), as described under the Nasdaq rules).
Our election to exempt
our Company from compliance with the external director and audit and compensation committee requirements can be reversed at any time by
our Board of Directors, in which case we would need to hold a shareholder meeting to once again appoint external directors, whose election,
by a special majority, would initially be for a three-year term.
Our
Committees
The Board of Directors
appoints committees to help carry out its duties. Each committee reports the results of its meetings to the full Board of Directors. The
Board of Directors established an Audit Committee and a Compensation Committee and, from time to time, establishes other “ad-hoc"
committees of members of the Board of Directors for specific duties or assignments and limited duration.
Audit
Committee
Our
ordinary shares are listed on the Nasdaq Global
Select Market, and we are subject to the Nasdaq rules applicable to listed companies. Under the
Nasdaq rules, we are required to have 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. To the extent a company is required to appoint external
directors, the audit committee must include all of the external directors and comply with additional requirements as to the composition
thereof under the Companies Law. However, when we elected to exempt our Company from the external director requirement, we concurrently
elected to exempt our Company from all of such requirements.
Our Board has determined
that all directors serving on our Audit Committee (namely, Mr. Stanley Stern, Ms. Naama Zeldis, Prof. Yair Tauman and Mr. Yuval Cohen)
meet the independence standards required of Audit Committee members by the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the Nasdaq rules. In addition, the Board of Directors has determined that Ms. Naama Zeldis is considered an “audit
committee financial expert” (as defined by SEC rules).
In accordance with the
Nasdaq rules, our Audit Committee has adopted a charter that sets forth the Audit Committee’s purpose and responsibilities, which
include, among other things, (1) assisting the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity
of our accounting, auditing and financial reporting practices and financial statements and the independence qualifications and performance
of our independent auditors, and (2) selecting, evaluating and, where appropriate, recommending to replace the independent auditors (or
to nominate the independent auditors subject to shareholder approval) and pre-approving audit engagement fees and all permitted non-audit
services and fees. Our Audit Committee must also review and approve all related party transactions specified under Item 7.B “Related
Party Transactions” of Form 20-F.
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In accordance with the
Companies Law, the duties of our Audit Committee, in addition to the requirements imposed by the Nasdaq rules, include, among other things,
(1) identifying irregularities in the business management of the Company, including in consultation with the internal auditor and/or the
Company’s independent accountants, and recommending remedial measures to the Board of Directors, (2) reviewing, and, where appropriate,
approving certain interested party transactions specified under the Companies Law, as more fully described in Exhibit 2.1 to this annual
report under the heading “Approval of Specified Related Party Transactions under Israeli Law,” and (3) examining and monitoring
the work of our internal auditor.
Our Audit Committee also
functions as our Qualified Legal Compliance Committee, or the QLCC. In its capacity as the QLCC, our Audit Committee is responsible for
investigating reports of perceived material violations of U.S. federal or state securities laws, breaches of fiduciary duty or similar
violations by our officers, directors, employees or any of our agents.
Compensation
Committee
Pursuant to applicable
Nasdaq rules, the compensation payable to a company’s chief executive officer and other executive officers must generally be approved
by a compensation committee comprised solely of independent directors. To the extent a company is required to appoint external directors,
the compensation committee must include all of the external directors and comply with additional requirements as to the composition thereof
under the Companies Law. However, when we elected to exempt our Company from the external director requirement, we concurrently elected
to exempt our Company from all of such requirements.
Under the Companies Law,
the role of the compensation committee includes recommending to the Board of Directors, for ultimate shareholder approval by a special
majority, a policy governing the compensation of office holders based on specified criteria; reviewing, from time to time, modifications
to the compensation policy and examining its implementation; approving the actual compensation terms of office holders prior to approval
thereof by the Board of Directors; and resolving whether to exempt the compensation terms of a candidate for chief executive officer from
shareholder approval. The Companies Law defines the term “office holder” of a company to include a director, the chief executive
officer, the chief financial officer, a vice president and any officer of the company that reports directly to the chief executive officer.
Pursuant to its charter,
our Compensation Committee is authorized to make decisions regarding executive compensation and terms and conditions of employment, to
follow market trends and provide recommendations to the Board of Directors in connection with the Company’s general compensation
philosophy and policies, as well as to recommend that the Board of Directors issue options under our share option plans. The Compensation
Committee reviews, recommends and determines, on behalf of the Board of Directors, the amounts and types of compensation to be paid to
the Company’s Chief Executive Officer and other executive officers.
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98 -
Our Compensation Committee
currently consists of Mr. Gabi Seligsohn, Prof. Yair Tauman, Ms. Naama Zeldis and Mr. Yuval Cohen, all of whom are independent directors.
Nomination
of Directors
Our independent directors
consider and approve nominations of individuals for election by shareholders to serve on our Board of Directors.
Board
and Committee Meetings
The
table below describes the number of meetings and attendance rates of our Board of Directors, Audit Committee and Compensation Committee
in 2022*:
|
Name of Body |
No. of Meetings in 2022 |
Average Attendance Rate** |
||||||
|
Board of Directors |
18 |
98.55 |
% | |||||
|
Audit Committee |
6 |
100 |
% | |||||
|
Compensation Committee |
16 |
100 |
% | |||||
* Excludes ad-hoc committees.
** Meetings at which a director was not allowed
to attend as a matter of applicable law were not counted as a failure to attend.
Each director attended
at least 89% of all Board meetings.**
Directors’
Service Contracts
Except as described in Item 6.B “Compensation”, we do not, as of the date
of filing of this annual report, have service or employment contracts with our directors providing for benefits upon termination of employment.
Internal
Auditor
Under the Companies Law,
the board of directors of a public company must appoint an internal auditor proposed by the audit committee. The role of the internal
auditor is to examine, among other things, whether the company’s conduct complies with applicable law and orderly business procedure.
The internal auditor may participate in all audit committee meetings and has the right to demand that the chairman of the audit committee
convene a meeting. Under the Companies Law, the internal auditor may be an employee of the company but may not be an interested party,
an office holder or a relative of any of the foregoing, nor may the internal auditor be the company’s independent accountant or
its representative. Mr. Oren Groupi, CPA, Partner in KPMG Israel, is our internal auditor.
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99 -
Additional
Information
For additional information
regarding the fiduciary duties and other legal requirements relating to the conduct of our directors and executive officers, see Exhibit
2.1 to this annual report under the heading “Board of Directors.”
D. Employees
At the time of commencement
of employment, our employees in North America generally sign offer letters specifying basic terms and conditions of employment, whereas
our employees in Israel, including our executive officers, generally sign standard written employment agreements. The employees in our
other jurisdictions sign employment agreements, which differ according to customary practices in the countries where they are located.
All our employees worldwide sign confidentiality and non-compete terms and conditions.
The following table details
certain data on our workforce (including temporary employees and subcontractors) as at the period indicated:
|
As of December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
|
||||||||||||
|
Approximate numbers
of employees and subcontractors by geographic location: |
||||||||||||
| Israel | 589 |
488 |
494 | |||||||||
|
North, Central and South America (principally the United States)
|
252 |
226 |
226 |
|||||||||
|
EMEA (Europe, the Middle East and Africa) |
124 |
125 |
116 | |||||||||
|
Asia-Pacific |
313( |
*) |
304( |
*) |
286( |
*) | ||||||
|
Total
workforce |
1,278 |
1,143 |
1,122 |
|||||||||
|
Approximate numbers
of employees and subcontractors by category of activity: |
||||||||||||
|
Research and development |
494( |
*) |
433( |
*) |
416( |
*) | ||||||
|
Sales, technical support, business development
and marketing |
647 |
578 |
574 |
|||||||||
|
Management, operations and administration
|
137 | 132 |
132 |
|||||||||
|
Total
workforce |
1,278 |
1,143 |
1,122 |
|||||||||
(*) Includes 75, 68 and 55 subcontractors, as of December 31, 2022, 2021 and 2020, respectively.
We are subject to Israeli
labor laws and regulations with respect to our Israeli employees. These laws principally concern matters such as paid annual vacation,
paid sick days, length of the workday and work week, minimum wages, pay for overtime, insurance for work-related accidents, severance
pay and other conditions of employment.
Furthermore, we and our
Israeli employees are subject to provisions of the collective bargaining agreements between the “Histadrut,” the General Federation
of Labor in Israel, and the Coordination Bureau of Economic Organizations, including the Industrialists Association, by governmental order.
These provisions principally concern social benefits, cost of living increases, recreation pay and other conditions of employment. We
generally provide our employees with benefits and working conditions above the required minimums.
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100 -
The employees of our
subsidiaries are subject to local labor laws, regulations and/or collective bargaining agreements that vary from country to country.
Our employees are not
represented by a labor union.
We consider our relations
with our employees to be good, and we have never experienced a strike or work stoppage.
E.
Share Ownership
The following table sets forth certain information regarding the beneficial ownership
of our ordinary shares by our directors and officers as of March 26, 2023. Beneficial ownership is determined in accordance with the rules
of the SEC and generally includes voting or investment power with respect to securities. Ordinary shares relating to options or RSUs currently
exercisable or exercisable (vested in the case of RSUs) within 60 days of the date of this table are deemed outstanding for
computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other
person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table
above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
|
Name |
Number of ordinary shares |
Percentage of outstanding ordinary shares** |
||||||
|
Yehuda Zisapel (1) |
1,949,211 |
4.44 |
% | |||||
|
Roy Zisapel (2) |
1,491,134 |
3.40 |
% | |||||
|
Gabi Seligsohn (3) |
* |
* |
||||||
|
Stanley Stern (3) |
* |
* |
||||||
|
Naama Zeldis (3) |
* |
* |
||||||
|
Yair Tauman (3) |
* |
* |
||||||
|
Yuval Cohen (4) |
* |
* |
||||||
|
Meir Moshe |
* |
* |
||||||
|
Gabi Malka (3) |
* |
* |
||||||
|
David Aviv (3) |
* |
* |
||||||
|
Sharon Trachtman (3) |
* |
* |
||||||
|
Guy Avidan (3) |
* |
* |
||||||
|
Yoav Gazelle (3) |
* |
* |
||||||
|
Riki Goldreich (3) |
||||||||
|
All directors and executive officers as a group (14 persons) (5) |
3,861,090 |
8.72 |
% | |||||
* Reflects ownership
of less than 1%.
** The percentages shown are based on 43,819,901 ordinary shares
issued and outstanding as of March 26, 2023. This figure of outstanding ordinary shares excludes (i) 6,000 RSUs and (ii) employee share
options to purchase an aggregate of 458,745 ordinary shares at a weighted average exercise price of approximately $25.14 per share, with
the latest expiration date of these options being in July 2027 (of which, options to purchase 403,745 of our ordinary shares were exercisable
as of March 26, 2023).
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101 -
(1) Consists
of (i) 1,580,711 shares held directly by Yehuda Zisapel; (ii) 324,500 shares held of record by Neurim Pharmaceuticals (1991) Ltd., an
Israeli company wholly owned in equal parts by Yehuda Zisapel and Nava Zisapel; and (iii) 44,000 options to purchase ordinary shares,
which options are fully vested or which will be fully vested within the next 60 days. The options consist of 24,000 options at an exercise
price of $27.15, which expire in November 2023 and 20,000 options at an exercise price of $32.71 which expire in February 2027. In addition,
Nava Zisapel holds 2,735,676 ordinary shares which are not included in the total shares reported above as beneficially owned by Yehuda
Zisapel. Yehuda and Nava Zisapel have an agreement which provides for certain coordination in respect of sales of shares of Radware as
well as for tag along rights with respect to off-market sales of shares of Radware.
(2) Consists of 1,491,134
shares.
(3) Owns less than
1% of our outstanding ordinary shares (including options held by each such individual, which are vested or shall become vested within
60 days of the date of this annual report) and have therefore not been separately disclosed.
(4) Excludes 1,892,288 Ordinary
Shares beneficially owned by Fortissimo Capital Fund (Israel – D. P), LP., an Israeli-based private equity fund. Mr. Yuval
Cohen a member of our board of directors and a managing partner in Fortissimo Capital, may be deemed to have shared voting and dispositive
power with respect to the shares held by Fortissimo but disclaims beneficial ownership over such shares except to the extent of his pecuniary
interest therein.
(5) Consists of 3,396,345
shares, 6,000 RSUs and 458,745 options to purchase ordinary shares. The options consist of (i) 1,250 options at an exercise price of $22.5,
which expire in January 2026, (ii) 60,000 options at an exercise price of $22.51, which expire in December 2024, (iii) 35,475 options
at an exercise price of $22.7, which expire in January 2025, (iv) 5,450 options at an exercise price of $22.73, which expire in January
2025, (v) 45,000 options at an exercise price of $23.46, which expire in July 2025, (vi) 15,000 options at an exercise price of $23.59,
which expire in September 2025, (vii) 60,000 options at an exercise price of $24.06, which expire in July 2025, (viii) 1,500 options at
an exercise price of $24.3 which expire in April 2024, (ix) 40,000 options at an exercise price of $24.32 which expire in November 2025,
(x) 8,250 options at an exercise price of $24.67, which expire in September 2025, (xi) 40,000 options at an exercise price of $24.74,
which expire in November 2025, (xii) 17,820 options at an exercise price of $24.89, which expire in September 2025, (xiii) 45,000 options
at an exercise price of $26.36, which expire in October 2023, (xiv) 24,000 options at an exercise price of $27.15, which expire in November
2023, (xv) 20,000 options at an exercise price of $28.91, which expire in July 2027 and (xvi) 40,000 options at an exercise price of $32.71,
which expire in February 2027.
Key
Employee Share Incentive Plan
In
August 1997, we adopted our Key Employee Share Incentive Plan (1997), as amended, or the Share Incentive Plan. Under the plan, share
options as well as restricted share units, or RSUs, may be granted to employees employed by us or by our affiliates.
The
Share Incentive Plan is administered by the Compensation Committee subject to the provisions of the Companies Law. Pursuant to the plan,
the Compensation Committee has the authority to determine (subject to applicable law), or advise the Board of Directors, in its discretion:
| • |
the persons to whom options or RSUs are granted; |
| • |
the number of shares underlying each equity award; |
| • |
the time or times at which the award shall be made; |
-
102 -
| • |
the exercise price, vesting schedule and conditions pursuant to which the awards are exercisable, including cashless exercises; and
|
| • |
any other matter necessary or desirable for the administration of the plan. |
In addition, the Share
Incentive Plan provides that, unless determined otherwise by our Board of Directors (or a committee thereof), in the event of a “Hostile
Takeover,” which is defined to include, among others, an unsolicited acquisition of more than 20% of our outstanding shares (other
than a purchase by Mr. Yehuda Zisapel), the vesting of all or a portion of our outstanding equity awards will accelerate. As a result,
an acquisition of our Company that triggers the said acceleration will be more costly to a potential acquirer.
Options granted pursuant
to the Share Incentive Plan are typically granted for a term of 62 months from the date of the grant of the option. As of December 31,
2022, 34,412,967 ordinary shares have been reserved for equity grants under the plan, of which we have (i) granted options to purchase
27,904,469 ordinary shares at a weighted average exercise price of $8.94 per ordinary share and (ii) issued 5,942,212 RSUs.
The Share Incentive Plan
allows the allocation of short-term options to grantees who are not residents of Israel or the United States, with a grant price of 90%
of the closing sales price for the shares on the Nasdaq on the date of grant of a respective option award. As of December 31, 2022, 1,000,000
ordinary shares have been reserved for option grants under this arrangement, of which we have granted options to purchase 236,694 ordinary
shares at a weighted average exercise price of $7.09 per ordinary share. This arrangement does not affect the possibility of issuing options
under the Share Incentive Plan as detailed above. However, any person who participates in the ESPP (as defined below) shall not be an
eligible grantee for purposes of such arrangement.
Directors
and Consultants Option Plan
In February 2000, we
adopted a Directors and Consultants Option Plan, which is administered by our Compensation Committee. Options granted pursuant to our
Directors and Consultants Options Plan are for a term of 62 months from the date of the grant of the option. The terms of the Directors
and Consultants Option Plan are similar to the terms of the Share Incentive Plan. The Directors and Consultants Option Plan relies
on the 34,412,967 ordinary shares reserved for option grants shares under the Share Incentive
Plan which can be rolled over between such plans. The Compensation Committee may not grant options to members of the Committee or to a
shareholder of over 10% of our issued and outstanding shares.
Employee
Share Purchase Plan
In February 2010, our
Board of Directors adopted the 2010 Employee Share Purchase Plan (ESPP), which provides for the issuance of a maximum of 2,000,000 ordinary
shares. Pursuant to the ESPP, eligible employees (including only Israeli and United States residents) could have up to 10% of their net
income withheld, up to certain maximums, to be used to purchase our ordinary shares. The ESPP is implemented with overlapping one-year
offering periods, each one consisting of two purchases, once in every six-month period. The price of each ordinary share purchased under
the ESPP is equal to 90% of the closing price for the shares on the respective offering date. As of December 31, 2022, a total of 255,560
shares had been purchased under the ESPP. During 2022, no shares were purchased under the ESPP.
-
103 -
Option
Plans of Our Subsidiary
On April 12, 2022, the
board of directors of SkyHawk Security established the Skyhawk (CNP) Security Ltd. 2022 Share Incentive Plan (the "SkyHawk Plan"). Under
the SkyHawk Plan, options may be granted to officers, directors, employees and consultants of SkyHawk Security. The exercise price per
share under the SkyHawk Plan was generally not less than the fair value of an ordinary share at the date of grant. The options vest primarily
over four years. Each option is exercisable for one ordinary share. Any options, which are forfeited or not exercised before expiration,
become available for future grants. See Note 12(e) to our consolidated financial statements.
| ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A.
Major Shareholders
The following table sets forth certain information regarding the beneficial ownership
of our ordinary shares as of March 26, 2023, by each person or entity known to own beneficially more than 5% of our outstanding ordinary
shares based on information provided to us by the holders or disclosed in public filings with the SEC. The voting rights of all
major shareholders are the same as for all other shareholders.
|
Name |
Number of ordinary shares* |
Percentage of outstanding ordinary shares**
|
||||||
|
Senvest Management, LLC (1) |
4,044,695 |
9.23 |
% | |||||
|
Nava Zisapel (2) |
3,060,176 |
6.98 |
% | |||||
|
Artisan Partners Limited Partnership (3) |
2,925,957 |
6.68 |
% | |||||
|
The Phoenix Holdings Ltd. (4) |
2,840,213 |
6.48 |
% | |||||
|
Legal General Investment Management Limited (5) |
2,570,026 |
5.86 |
% | |||||
* Beneficial ownership
is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary
shares relating to options or RSUs currently exercisable or exercisable (vested in the case of RSUs) within 60 days of the date of
this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding
for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where
applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially
owned by them.
-
104 -
** The percentages shown are based on 43,819,901
ordinary shares issued and outstanding as of March 26, 2023. This figure of outstanding ordinary shares excludes (i) 6,000 RSUs and (ii)
employee share options to purchase an aggregate of 458,745 ordinary shares at a weighted average exercise price of approximately $25.14
per share, with the latest expiration date of these options being in July 2027 (of which, options to purchase 403,745 of our ordinary
shares were exercisable as of March 26, 2023).
(1) Shares are beneficially owned by Senvest
Management, LLC and Mr. Richard Mashaal (collectively, “Senvest”). This information is based on information provided in Amendment
No. 18 to the Statement on Schedule 13G filed with the SEC by Senvest on February 10, 2023. The business address of Senvest is 540 Madison
Avenue, 32nd Floor, New York, New York 10022.
(2) Of the ordinary shares beneficially
owned by Ms. Nava Zisapel, (i) 2,467,843 are held directly, (ii) 267,833 are held of record by Carm-AD Ltd., an Israeli company owned
100% by Nava Zisapel, and (iii) 324,500 are held of record by Neurim Pharmaceuticals (1991) Ltd., an Israeli company wholly owned in equal
parts by Yehuda Zisapel and Nava Zisapel. As noted in footnote 1 in Item 6.E “Share Ownership,” Yehuda and Nava Zisapel have
an agreement that provides for certain coordination in respect of sales of shares of Radware as well as for tag along rights with respect
to off-market sales of shares of Radware.
(3) Shares are beneficially owned by Artisan
Partners Limited Partnership, Artisan Investments GP LLC, Artisan Partners Holdings LP, Artisan Partners Asset Management Inc. and Artisan
Partners Funds, Inc. (collectively, “Artisan”). This information is based on information provided in Amendment No. 2 to the
Statement on Schedule 13G filed with the SEC by Artisan on February 10, 2023. The business address of Artisan is 875 East Wisconsin Avenue,
Suite 800, Milwaukee, WI 53202.
(4) Shares are beneficially owned by various direct or indirect, majority or wholly owned subsidiaries
of The Phoenix Holdings Ltd. (the “Phoenix Subsidiaries”). The Phoenix Subsidiaries manage their own funds and/or
the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds,
unit holders of mutual funds, and portfolio management clients. Each of the Phoenix Subsidiaries operates under independent management
and makes its own independent voting and investment decisions. This information is based on information provided in Amendment No. 1 to
the Statement on Schedule 13G filed with the SEC by Phoenix Holdings Ltd. on February 14, 2023. The business address of Phoenix Holdings
Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
(5) This information is based on information
provided in Amendment No. 1 to the Statement on Schedule 13G filed with the SEC by Legal General Investment Management Limited
(“LGIM”), LGIM Managers (Europe) Limited (“LGIME”) and Legal General UCITS ETF PLC (“UCITS”)
on February 16, 2023. The business address of LGIM is One Coleman Street, London, England, EC2R 5AA, UK, and the business address of each
of LGIME and UCITS is 70 Sir John Rogersons Quay, Dublin 2, Ireland.
To our knowledge, the
Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or
legal person severally or jointly. There are no arrangements, known to the Company, the operation of which may at a subsequent date
result in a change in control of the Company.
Significant
Changes in the Ownership of Major Shareholders
During
the past three years, the significant changes in the percentage ownership of our major shareholders were as follows:
| • |
Based on Amendment No. 18 to the Statement on Schedule 13G filed with the SEC by Senvest on February 10, 2023, Senvest beneficially
owned 4,044,695 of our outstanding ordinary shares. Based on previous amendments to the
Schedule 13G filed with the SEC by Senvest, Senvest beneficially owned (i) as of February 9, 2022, 3,180,659 of
our outstanding ordinary shares and (ii) as of February 12, 2021, 3,221,414 of our outstanding ordinary shares. |
-
105 -
| • |
Based on Amendment No. 2 to the Statement on Schedule 13G filed with the SEC by Artisan on February 10, 2023, Artisan beneficially
owned 2,925,957 of our outstanding ordinary shares. Based on previous amendments to the
Schedule 13G filed with the SEC by Artisan, Artisan beneficially owned (i) as of February 4, 2022, 4,097,761 of our outstanding ordinary
shares and (ii) as of February 10, 2021, 3,086,032 of our outstanding ordinary shares. |
| • |
Based on Amendment No. 1 to the Statement on Schedule 13G filed with the SEC by The Phoenix
Holdings Ltd. on February 14, 2023, the Phoenix Subsidiaries beneficially owned 2,840,213 of our outstanding ordinary shares. Based on
the Schedule 13G filed with the SEC by Phoenix Holdings Ltd., the Phoenix Subsidiaries beneficially owned as of November 8, 2022, 2,547,349
of our outstanding ordinary shares. |
Major Shareholders Voting
Rights
Our major shareholders
do not have different voting rights from those of other shareholders.
Record Holders
Based on a review of the information provided to us by our transfer agent, as of March
26, 2023, there were 26 holders of record of our ordinary shares, of which 16 record holders, holding approximately 8.22% of our ordinary
shares, had registered addresses in Israel, and of which 7 record holders, holding approximately
91.77% of our ordinary shares, had registered addresses in the United States. These numbers are not representative of the number of beneficial
holders of our ordinary shares nor is it representative of where such beneficial holders reside, since many of these ordinary shares were
held of record by brokers or other nominees (including one U.S. nominee company, CEDE Co., which held approximately 91.77% of our
outstanding ordinary shares as of said date).
B.
Related Party Transactions
Overview
We have in the past entered into, and in the future
we may enter into, transactions with related parties, such as our directors and senior management or their respective affiliates, which
transactions are generally subject to the prior approval of our audit or compensation committee and board of directors.
Transactions
with Rad-Bynet Group
We have entered into
a number of agreements with certain companies that form part of the RAD-Bynet Group, of which either Yehuda, Nava and Zohar Zisapel
(or all of them together) are co-founders, directors and/or shareholders. Mr. Roy Zisapel also serves as a director of RAD Data Communications
Ltd., Bynet Electronics Ltd. and Bynet Data Communications Ltd., other companies in the RAD-Bynet Group.
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Under these agreements,
we lease property and purchase certain products and services from certain member entities of the RAD-Bynet Group. In addition, as described
below, in February 2022, we acquired the technology and operations of SecurityDAM to which we sometime refer as the SecurityDAM Acquisition.
The RAD-Bynet Group consists
of manufacturers of communications solutions comprised of hardware and/or software and communications solution providers, distributors
and integrators as well as service providers. The RAD-Bynet Group includes companies dealing in advanced communication technology, networks,
and integration. Companies within the RAD-Bynet Group provide a variety of solutions and services to their customers, including engineering,
purchasing and sub-contracting, production and final testing, planning and control, and support for end users. The RAD-Bynet Group also
includes a few companies that provide services that support the activities of the other RAD-Bynet Group members, such as real estate leasing
and administrative services. Some of the products of members of the RAD-Bynet Group are complementary to, and may be used in connection
with, our products and services. Each company in the RAD-Bynet Group is independent from the others. The ownership and Board of Directors
structure of each RAD-Bynet Group member is different and certain of the RAD-Bynet Group members are publicly traded companies. See Item
4.C “Organizational Structure” for additional details about the group.
We believe that our transactions
and arrangements with affiliated parties, including members of the RAD-Bynet Group, are in the ordinary course of our business (other
than the SecurityDAM Acquisition) and are not unusual in their nature or conditions. However, in accordance with the Companies Law, they
generally require the approval of our Audit Committee and our Board of Directors and may, in certain circumstances, such as to the extent
they relate to compensation terms of our directors, require approval by our shareholders. In this respect, as permitted by the Companies
Law, our Audit Committee established internal policies with certain criteria and procedures designed to ensure that the terms of the transactions
to which we enter into with companies within the RAD-Bynet Group are made on market terms and, at the same time, where such transactions
are immaterial or negligible, both from a qualitative and quantitative perspective (and/or are otherwise believed to be routine), would
not require the pre-approval of our Audit Committee and Board of Directors. Our management is required to examine whether transactions
with the RAD-Bynet Group comply with such criteria, and transactions that do not meet the criteria require pre-approval of our Audit Committee
and such other corporate approvals prescribed by the Companies Law.
We believe that the terms
of the transactions to which we have entered into with member entities of the RAD-Bynet Group are not different in any material respect
from terms we could obtain from unaffiliated third parties and are beneficial to us and no less favorable to us than terms that might
be available to us from unaffiliated third parties. The pricing of the transactions was based on negotiations between the parties, and
members of our management reviewed the pricing of these agreements, as well as, in some cases, used a third-party consulting firm, and
confirmed that they were not different in any material respect than that which could have been obtained from unaffiliated third parties.
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In the event that we
cease to be a member of the RAD-Bynet Group, we may not be able to obtain the current rates for such services. We believe, however, that
due to the affiliation between us and the RAD-Bynet Group, we have greater flexibility in obtaining certain terms and conditions that
may not be available from unaffiliated third parties on similar products and services.
The
SecurityDAM Acquisition
On February 17, 2022, we completed the acquisition of SecurityDAM's
technology and operations pursuant to an Asset Purchase Agreement, dated as of February 16, 2022, by and between us and SecurityDAM (the
“Purchase Agreement”).
As previously disclosed, Yehuda Zisapel, the Chairman of our Board of Directors, and
Roy Zisapel, our President and Chief Executive Officer and a member of the Board (together, the “Key Shareholders”), hold
a majority stake and a minority stake, respectively, in SecurityDAM. Until the completion of the acquisition, SecurityDAM was the sole
provider of scrubbing center services for our cloud DDoS protection service through a global network of scrubbing centers pursuant to
agreements we entered into with SecurityDAM in 2014 and 2015 (as amended, the “SDM Agreements”). Such scrubbing center services
include, for example, building and operating the network services for DDoS mitigation, managing the routing of traffic to and from these
centers to customer premises, diverting the traffic of an attacked site of a customer to a scrubbing center, developing the customer portal
of the service and the operation, monitoring and automation software required for operating the service. Total cost of services received
from SecurityDAM amounted to approximately $2.8 million in 2022 (between January 1, 2022 and February 17, 2022) compared to $11.5 million
in 2021 and $10.2 million in 2020.
Under the Purchase Agreement, we acquired, on a cash-free, debt-free
basis, substantially all of SecurityDAM’s operating assets, including technology, and assumed certain specified post-closing
liabilities related to the contracts assigned by SecurityDAM to us, for a purchase price of (i) $30.0 million (subject to adjustments
for intra-party balances related to the SDM Agreements and certain other deductions) (the “Closing Payment”) plus (ii) contingent
payments of up to $12.5 million based on the performance of our cloud DDoS protection service after the acquisition, in each case, plus
VAT.
The Purchase Agreement includes customary representations, warranties
and covenants by the parties, which survived the closing and, in the case of representations and warranties, will expire, subject to certain
exceptions, fifteen months following the closing. Under the Purchase Agreement, the parties have also agreed to indemnify each other
against certain losses, including losses for breaches of representations, warranties, covenants and certain additional liabilities. SecurityDAM’s
indemnification obligations are subject to certain limitations, including (1) a cap of $3.0 million on its obligation to indemnify us
for breach of representations (other than fundamental representations and certain other circumstances set forth in the Purchase Agreement)
and (2) a restriction that indemnification may not be sought for breach of representations (other than fundamental representations and
certain other circumstances set forth in the Purchase Agreement) unless and until the aggregate amount of damages equals or exceeds $250,000.
Pursuant to the Purchase Agreement, we retained $3.0 million from the Closing Payment as security for the satisfaction of indemnification
obligations of SecurityDAM.
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SecurityDAM, the Key Shareholders and certain key employees of
SecurityDAM entered into non-competition agreements with us whereby they agreed, among other things, that, for the periods set forth therein,
they would refrain from competing with us in the business that SecurityDAM conducted prior to the closing, with certain exceptions set
forth therein.
Since SecurityDAM is
a related party, our Board determined to form a special committee of directors consisting solely of independent directors (the “Special
Committee”) to examine the transaction and its alternatives, determine whether to pursue the transaction, and negotiate and
approve its terms. The Special Committee engaged Stifel, Nicolaus Company, Incorporated as its independent financial advisor and
Gross Co. as its independent legal advisor. Based on the unanimous recommendation of the Special Committee, the Purchase Agreement
was also approved by the Audit Committee of the Board and all of the disinterested Board members.
Lease
of Property
We lease the office space
for our headquarters and principal RD, administrative, finance and marketing and sales operations from private companies within the
RAD-Bynet Group that are owned by Zohar Zisapel, Nava Zisapel and Yehuda Zisapel:
| • |
One lease is a five-story building in Tel Aviv, Israel, consisting of approximately 40,000 square feet, plus storage and parking
space. The lease expires in June 2030 with an option to terminate by us by way of prior notice in June 2025. The annual rent amounts to
approximately $704,000. |
| • |
A second lease consists of five floors in the Or Tower in Tel Aviv, Israel with approximately 68,000 square feet, plus parking spaces.
The lease expires in June 2030. The annual rent amounts to approximately $2,000,000. In this annual report, we sometime refer to this
lease as well as the lease described above as the “Lease Agreements for the Company’s Headquarters.” |
| • |
We also lease approximately 3,600 square feet of space in Jerusalem, Israel, for development facilities from an affiliated company
owned by Yehuda and Nava Zisapel. This lease expires in July 2025. The annual rent amounts to approximately $97,000. |
| • |
In addition, we lease approximately 15,000 square feet of space in Jerusalem, Israel, for manufacturing facilities from an affiliated
company owned by Yehuda, Nava and Zohar Zisapel. This lease expires in August 2028. The annual rent amounts to approximately $252,000.
|
| • |
We lease approximately 16,900 square feet in Mahwah, New Jersey, consisting of approximately 12,700 square feet of office space and
4,200 square feet of warehouse space, from an affiliated company owned by Yehuda, Nava and Zohar Zisapel. The annual rent amounts to approximately
$188,000. The lease expires in December 2025. |
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Distribution
Agreement
Bynet Data Communications
Ltd. (Bynet), a member of the RAD-Bynet Group, distributes our products in Israel on a non-exclusive basis. We have a written distributor
agreement with Bynet under which we provide Bynet with discounts on our solutions similar to the discounts provided to third-party distributors
in the region in the ordinary course of business. The total sales to Bynet (and other companies in the RAD-Bynet Group) under such distributor
agreement amounted to approximately $2.33 million in 2022, compared to $3.1 million in 2021.
Additional
RAD-Bynet Group Equipment and Services
We purchase the following
additional equipment services from members of the RAD-Bynet Group: network management, IT and communication services, equipment testing
and repair, inventory, cloud hosting services, electricity charges, parking and building maintenance, reception and security services,
vehicles and human resource administration and marketing services.
A portion of the above
services, such as electricity charges, are “pass through” services for which we are charged on a “back-to-back”
basis according to our actual usage (i.e., we are charged pro rata based on the actual charge of the third-party electricity company)
due to the fact that we lease part of our facilities from a number of other RAD-Bynet Group members. Other services mentioned above, such
as vehicles and human resource administration, are performed by one of the RAD-Bynet Group companies and are provided to all members of
the RAD-Bynet Group, in order to achieve lower prices for these services based on economies of scale. In addition, since the RAD-Bynet
Group is comprised of a number of companies that are engaged in our industry, the RAD-Bynet Group companies initiate marketing events
from time to time, which we participate in, to promote the RAD-Bynet Group members’ products. The charges for these services are
based on actual costs incurred and are allocated to the Company according to its relative part in such services (e.g., vehicles administration
– according to the number of the Company’s vehicles out of the total vehicles of the RAD-Bynet Group; marketing events –
according to the number of participants who are our customers out of the total number of participants in the events).
Following is a summary
of the general purchases of products and services from the RAD-Bynet Group companies (excluding leases, distribution and the services
previously provided by SecurityDAM, which are described above) during 2022:
|
Entity |
Products/Services
|
|
Bynet Data Communications Ltd.
|
Network management, IT and communication equipment, testing and repair, mutual marketing activities
|
|
Internet Binat Ltd.
|
IT and communication services |
|
Bynet System Applications Ltd.
|
Communication equipment and services |
|
Rad Data Communications Ltd.
|
Operating services and manpower
|
|
Cloudride Ltd.
|
Cloud
hosting services, mutual marketing activities
|
|
Bynet Electronics Ltd. |
Testing equipment and related services |
The total cost of our
purchases from the RAD-Bynet Group entities referenced in the table above amounted to approximately $4.5 million in 2022, compared to
$3.3 million in 2021.
Compensation
of President and Chief Executive Officer
See discussion in Item
6.B “Compensation.”
C.
Interests of Experts and Counsel
Not applicable.
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| ITEM 8. |
FINANCIAL INFORMATION |
A.
Consolidated Statements and Other Financial Information
Financial Statements
See Item 18 “Financial
Statements.”
Export Sales
For the year ended December
31, 2022, the amount of our export sales (i.e., sales outside Israel) was approximately $278.4 million, which represents 95.0% of our
total sales in 2022.
Legal Proceedings
We are, or may be, from
time to time named as a defendant in certain routine litigation incidental to our business. However, we are currently not, and have not
been in the recent past, a party to any legal proceedings which may have or have had in the recent past significant effects on our financial
position or profitability.
Dividend Distribution
Policy
We have never paid and
do not intend to pay cash dividends on our ordinary shares in the foreseeable future. In recent years and specifically in the past eight
consecutive years, our Board of Directors has approved repurchase programs of our ordinary shares, which we implement based on market
conditions, share price, trading volume and other factors (see Item 16.E “Purchases of
Equity Securities by the Issuer and Affiliated Purchasers”). Otherwise, our policy is to retain earnings and other cash resources
to continue the development and expansion of our business. Any future dividend policy will be determined by our Board of Directors
and will be based upon conditions then existing, including our results of operations, financial condition, current and anticipated cash
needs, contractual restrictions and other conditions. See also in Exhibit 2.1 to this annual report under the heading “Dividend,
Liquidation Rights and Rights to Shares in Profits.”
B.
Significant Changes
Except as otherwise disclosed
in this annual report, we are not aware of any significant changes that have occurred since December 31, 2022.
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| ITEM 9. |
THE OFFER AND LISTING |
A.
Offer and Listing Details
Our ordinary shares have
been listed for quotation on the Nasdaq Global Select Market since September 30, 1999 under the symbol “RDWR”.
B.
Plan of Distribution
Not applicable.
C.
Markets
Our ordinary shares are
listed for quotation on the Nasdaq Global Select Market under the symbol “RDWR.”
D.
Selling Shareholders
Not applicable.
E.
Dilution
Not applicable.
F.
Expenses of the Issue
Not applicable.
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| ITEM 10. |
ADDITIONAL INFORMATION |
A.
Share Capital
Not applicable.
B.
Memorandum and Articles of Association
Copies of our Memorandum
of Association and our Amended and Restated Articles of Association are filed as Exhibits 1.1 and 1.2 to this annual report. A description
of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 is included in Exhibit 2.1 to this annual
report.
C.
Material Contracts
See the summary of the
terms of the Lease Agreements for the Company’s Headquarters in Item 7.B “Related Party Transactions—Lease of Property”.
See the summary of the terms of the Purchase Agreement under Item 7.B “Related Party Transactions—The SecurityDAM Acquisition.”
Except as disclosed therein, we are not currently, nor have we been for the two years immediately preceding the date of this annual report,
party to any material contract, other than contracts entered into in the ordinary course of business.
D.
Exchange Controls
There are currently no
Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares or the proceeds
from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding certain
transactions or shareholders who are subjects of countries that are, have been, or will be, in a state of war with Israel.
However, legislation remains in effect pursuant to which currency controls can be imposed by administrative action at any time.
E.
Taxation
Holders of our ordinary
shares should consult their tax advisors as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition
of our ordinary shares, including, in particular, the effect of any foreign, state or local taxes.
Israeli
Tax Considerations
The following is a summary
of the material current tax structure applicable to companies incorporated in Israel and some Israeli Government programs benefiting us,
with special reference to its effect on us. The following also contains a discussion of the material Israeli tax consequences to
purchasers of our ordinary shares and Israeli government programs benefiting us. To the extent that the discussion is based on new
tax legislation which has not been subject to judicial or administrative interpretation, we cannot assure you that the views expressed
in the discussion will be accepted by the Israel tax authorities or courts. This summary does not discuss all the aspects of Israeli tax
law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors
subject to special treatment under Israeli law. Examples of this kind of investor include traders in securities or persons that own, directly
or indirectly, 10% or more of our outstanding voting capital, all of whom are subject to special tax regimes not covered in this discussion.
Some parts of this discussion are based on new tax legislation which has not been subject to judicial or administrative interpretation.
The discussion is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible
tax considerations.
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General
Corporate Tax Structure
Generally, Israeli companies
are subject to “Corporate Tax” on their taxable income. The corporate tax rate is 23% for 2022 and 2021. However, the effective
tax rate payable by a company that qualifies as an Industrial Company that derives income from a Preferred Technology Enterprise (as discussed
below), like us, may be considerably less. Capital gains derived by an Israeli company are subject to the prevailing corporate tax rate.
Tax
Benefits Under the Law for the Encouragement of Capital Investments, 1959
The
2005 Amendment to the Investments Law
An amendment to the Investments
Law, which was published on April 1, 2005 (the “Amendment”), changed certain provisions of the Investments Law. As a result
of the Amendment, a company is no longer obliged to obtain Approved Enterprise status in order to receive the tax benefits previously
available under the Alternative Benefits provisions, and therefore generally there is no need to apply to the Investment Center for this
purpose. Rather, the Company may claim the tax benefits offered by the Investments Law directly in its tax returns by notifying the ITA
within 12 months of the end of that year, provided that its facilities meet the criteria for tax benefits set out by the Amendment.
The Amendment applies
to new investment programs and investment programs with an election year commencing after 2004 but does not apply to investment programs
approved prior to April 1, 2005. The Amendment provides that terms and benefits included in any certificate of approval that was granted
before the Amendment became effective (April 1, 2005) will remain subject to the provisions of the Investments Law as in effect on the
date of such approval.
Tax benefits are available
under the Amendment to production facilities (or other eligible facilities), which are generally required to derive more than 25% of their
business income from export to specific markets with a population of at least 12 million (following an amendment which became effective
as of July 2013, the export criteria was increased to markets with a population of at least 14 million; such export criteria will further
increase in the future by 1.4% per annum) and meet additional criteria stipulated in the amendment (referred to as a “Beneficiary
Enterprise”). In order to receive the tax benefits, the Amendment states that the company must make an investment in the Beneficiary
Enterprise, which meets all of the conditions, including exceeding a certain percentage or a minimum amount specified in the Investments
Law. Such investment may be made over a period of no more than three years ending at the end of the year in which the company requested
to have the tax benefits apply to the Beneficiary Enterprise (the “Year of Election”). Where the company requests to have
the tax benefits apply to an expansion of existing facilities, then only the expansion will be considered a Beneficiary Enterprise, and
the company’s effective tax rate will be the result of a weighted combination of the applicable rates. In this case, the minimum
investment required in order to qualify as a Beneficiary Enterprise is required to exceed a certain percentage or a minimum amount of
the company’s production assets before the expansion.
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The extent of the tax
benefits available under the Amendment to qualifying income of a Beneficiary Enterprise depends on, among other things, the geographic
location in Israel of the Beneficiary Enterprise. The geographic location of the company at the year of election will also determine the
period for which tax benefits are available. Such tax benefits include an exemption from corporate tax on undistributed income for a period
of between two to 10 years, depending on the geographic location of the Beneficiary Enterprise in Israel, and a reduced corporate tax
rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in the company in each
year. A company qualifying for tax benefits under the Amendment which pays a dividend out of income derived by its Beneficiary Enterprise
during the tax exemption period will be subject to corporate tax in respect of the gross amount of the dividend at the otherwise applicable
rate of 10%-25%. Dividends paid out of income attributed to a Beneficiary Enterprise are generally subject to withholding tax at source
at the rate of 15% or such lower rate as may be provided in an applicable tax treaty.
The duration of tax benefits
is subject to a limitation of the earlier of 7 to 10 years from the commencement year, or 12 years from the first day of the Year of Election.
The benefits available
to a Beneficiary Enterprise are subject to the fulfillment of conditions stipulated in the Investments Law and its regulations. If a company
does not meet these conditions, it may be required to refund the amount of tax benefits, as adjusted by the Israeli consumer price index,
and interest, or other monetary penalties.
We elected
2009 and 2012 as “Years of Election” according to the law prior to the 2011 Amendment mentioned below.
Tax-exempt income generated
under the provisions of the Investments Law, as amended, will subject us to taxes upon distribution (or in conducting certain transactions
that may be viewed by the Israeli tax authorities as a deemed dividend event) or liquidation, and we may be required to record a deferred
tax liability with respect to such tax-exempt income.
Preferred
Enterprise – The 2011 Amendment
On December 29, 2010,
the Israeli parliament approved an amendment to the Investments Law, effective as of January 1, 2011, which constitutes a reform of the
incentives regime under such law.
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115 -
The amendment generally
abolishes the previous tax benefit routes that were afforded under the Investments Law, specifically the tax-exemption periods previously
allowed, and introduces new tax benefits for industrial enterprises meeting the criteria of the law, which include the following:
| • |
A reduced corporate tax rate for industrial enterprises, provided that more than 25% of their annual income is derived from export,
which will apply to the enterprise’s entire preferred income. As of the tax year 2017 and onwards, the reduced tax rate is 7.5%
for development zone A and 16% for the rest of Israel. |
| • |
The reduced tax rates will no longer be contingent upon making a minimum qualifying investment in productive assets. |
| • |
A definition of “preferred income” was introduced into the Investments Law to include certain types of income that are
generated by the Israeli production activity of a preferred enterprise. |
| • |
Dividends paid out of preferred income attributed to a Preferred Enterprise during 2014 and thereafter are generally subject to withholding
tax at the rate of 20% or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid
certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israeli company,
no tax is required to be withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, withholding
tax at a rate of 20% or such lower rate as may be provided in an applicable tax treaty will apply). |
A “Preferred Company”
(as defined in the Investments Law) may generally elect to apply the provisions of the amendment to preferred income produced or generated
by it commencing on January 1, 2011. The amendment provides various transition provisions which allow, under certain circumstances, to
apply the new regime to investment programs previously approved or elected under the Investments Law in its previous form.
Under the transition
provisions of the new legislation, we decided to irrevocably implement the new law, effective January 1, 2014.
Tax
Benefits under the 2017 Amendment
The 2017 Amendment was
enacted as part of the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years),
2016 that was published on December 29, 2016, and is effective as of January 1, 2017. The 2017 Amendment provides new tax benefits for
two types of “Technology Enterprises,” as described below, and is in addition to the other existing tax beneficial programs
under the Investments Law.
The 2017 Amendment provides
that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise” and will thereby
enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income,” as defined in the Investments
Law. The tax rate is further reduced to 7.5% for a Preferred Technology Enterprise located in development Zone A. In addition, a Preferred
Technology Enterprise will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted
Intangible Assets” (as defined in the Investments Law) to a related foreign company if the Benefitted Intangible Assets were acquired
from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives prior approval from the National
Authority for Technological Innovation, or NATI.
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The 2017 Amendment further
provides that a technology company satisfying certain conditions will qualify as a “Special Preferred Technology Enterprise”
and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s
geographic location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6%
on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted
Intangible Assets were either developed by an Israeli company or acquired from a foreign company on or after January 1, 2017, and the
sale received prior approval from NATI. A Special Preferred Technology Enterprise that acquires Benefitted Intangible Assets from a foreign
company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified
in the Investments Law.
Dividends distributed
by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise, paid out of Preferred Technology Income, are generally
subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty (subject to
the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends
are paid to an Israeli company, no tax is required to be withheld. If such dividends are distributed to a foreign company and other conditions
are met, the withholding tax rate will be 4%.
We have examined the
impact of the 2017 Amendment and the degree to which we will qualify as a Preferred Technology Enterprise and have elected to adopt it
as of 2018 onwards.
Tax
Benefits Under the Law for the Encouragement of Industry (Taxes), 1969
Under the Law for the
Encouragement of Industry (Taxes), 1969 (the “Industry Encouragement Law”), Industrial Companies are entitled to the following
preferred corporate tax benefits, among others:
| • |
Deduction of purchases of know-how and patents over an eight-year period for tax purposes; |
| • |
Right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli Industrial Companies;
and |
| • |
Deductions over a three-year period of expenses involved with the issuance and listing of shares on a recognized stock market.
|
Eligibility for benefits
under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority. Under the Industry
Encouragement Law, an “Industrial Company” is defined as a company resident in Israel, at least 90% of the income of which,
in any tax year, exclusive of income from government loans, is derived from an “Industrial Enterprise” owned by it.
An “Industrial Enterprise” is defined as an enterprise, located in Israel, owned by an Industrial Company, whose major activity
in a given tax year is industrial production activity.
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117 -
We believe that we currently
qualify as an Industrial Company within the definition of the Industry Encouragement Law. No assurance can be given that we will
continue to qualify as an Industrial Company or that the benefits described above will be available in the future.
Trapped
Earnings ("TE")
On November 15, 2021,
a new amendment to the Investment Law was approved, introducing a new dividend distribution ordering rule to cause the distribution of
earnings that were tax exempt under the historical Approved or Beneficial Enterprise regimes (Trapped Earnings), to be on a pro-rata basis
from any dividend distribution, which is applicable to distributions starting from August 15, 2021 onwards. Meaning that the corporate
income tax (CIT) claw-back will apply upon any dividend distribution, as long as the company has Trapped Earnings.
In parallel, the Budget
Law also introduced a Temporary Order to enhance the release of Trapped Earnings by reducing the claw-back CIT rate that is applicable
upon such a release or distribution by up to 60%, but not less than 6% CIT rate, during a one-year period commencing November 15, 2021.
The Company had Trapped
Earnings generated in tax years 2004 - 2005 and 2012. The Company elected to apply for the abovementioned temporary order as part of an
assessing agreement, and therefore, the entire amount of Trapped Earnings was released as of November 25, 2021. As a result, we have a
tax payable amount as of December 31, 2021 of $8.2 million included in other payables and accrued expenses in the consolidated balance
sheets. Of this amount, a total of $6.2 million was paid in 2022, leaving an unpaid amount of $2.0 million in other payables and accrued
expenses in the consolidated balance sheets as of December 31, 2022. As of December 31, 2022, the Company does not have any tax-exempted
earnings attributable to its Beneficiary and Approved Enterprise programs.
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 non-residents of Israel, unless a specific exemption is available
or unless 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.
Generally,
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 will generally be taxed at a rate of 30%. Additionally, if such shareholder is considered a “significant
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 the company, the tax rate shall be 30%. 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). Israeli companies are subject to the Corporate Tax rate on capital gains derived from the sale of listed
shares.
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Shareholders
that are individuals who have taxable income that exceeds a certain threshold (NIS 663,240 for 2022, linked to the CPI each year), will
be subject to an additional tax, referred to as High Income Tax, at the rate of 3% on their taxable income for such tax year which is
in excess of such threshold. For this purpose, taxable income will include taxable capital gains from the sale of our ordinary shares
and taxable income from dividend distributions.
Non-Israeli
residents are generally 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 such 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.
Pursuant
to the Convention Between the Government of the United States of America and the Government of the State 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 Treaty 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 Treaty 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 Treaty 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-Israeli 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 “significant 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. The portion
of dividends paid out of income attributed to a Preferred Enterprise or Preferred Technology Enterprise is subject to withholding tax
at the rate of 20%.
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Under the U.S.-Israel
Tax Treaty, the maximum tax on dividends paid to a holder of ordinary shares who is a Treaty U.S. Resident is 25%. However, if the income
out of which the dividend is paid is not generated by a Preferred Enterprise or a Preferred Technology Enterprise, and not more than 25%
of our gross income consists of interest or dividends, dividends paid to a U.S. corporation holding at least 10% of our issued voting
power during the part of the tax year that 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%. Dividends generated by a Preferred Enterprise or Preferred Technology Enterprise are generally taxed
at a rate of 15% under the U.S.-Israel Tax Treaty if the foregoing conditions are met.
United
States Federal Income Tax Considerations
Subject to the limitations
described herein, the following discussion summarizes certain United States federal income tax considerations to a U.S. Holder of the
acquisition, ownership and disposition of our ordinary shares. A “U.S. Holder” means a holder of our ordinary shares
who is:
| • |
An individual citizen or resident of the United States for U.S. federal income tax purposes; |
| • |
A corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United
States or under the laws of the United States or any political subdivision thereof or the District of Columbia; |
| • |
An estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
| • |
A trust (i) if, in general, a court within the United States is able to exercise primary supervision over its administration and
one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) that has in effect a valid election under
applicable U.S. Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes. |
This discussion addresses only U.S. Holders that
will own their ordinary shares as capital assets (generally, for investment) and does not purport to be a comprehensive description of
all of the tax considerations that may be relevant to each person’s decision to acquire our ordinary shares. Certain aspects of
U.S. federal income taxation relevant to a holder of our ordinary shares that is not a U.S. Holder and not a partnership or other pass-through
entity or arrangement (a “Non-U.S. Holder”) are also discussed below.
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This discussion is based on current provisions of the Code, current and proposed U.S. Treasury Regulations
promulgated thereunder, and administrative and judicial decisions as of the date hereof, all of which are subject to change, possibly
on a retroactive basis. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any
particular U.S. Holder in light of such holder’s individual circumstances. In particular, this discussion does not address
the potential application of any alternative minimum tax or U.S. federal income tax considerations to U.S. Holders that are subject to
special treatment, including, without limitation:
| • |
Broker-dealers or insurance companies; |
| • |
Dealers or traders in securities, commodities or currencies; |
| • |
Traders that have elected the mark-to-market accounting method; |
| • |
Tax-exempt entities, accounts, organizations or retirement plans; |
| • |
Grantor trusts; |
| • |
Partnerships or other pass-through entities or arrangements; |
| • |
Partners or other equity owners in partnerships or other pass-through entities or arrangements that hold our ordinary shares through
such an entity or arrangement; |
| • |
U.S. Holders selling our ordinary shares short; |
| • |
U.S. Holders deemed to have sold our ordinary shares in a “constructive sale”; |
| • |
S corporations; |
| • |
Banks, financial institutions or “financial services entities”; |
| • |
Persons that hold their ordinary shares as part of a straddle, “hedge,” “integrated” or “conversion
transaction” with other investments; |
| • |
Certain former citizens or long-term residents of the United States; |
| • |
Persons that acquired their ordinary shares upon the exercise of employee share options or otherwise as compensation; |
| • |
Real estate investment trusts or regulated investment companies; |
| • |
Pension funds; |
| • |
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; |
| • |
Persons that own directly, indirectly or by attribution at least 10% of our ordinary shares by vote or value; or |
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| • |
Persons that have a functional currency that is not the U.S. dollar. |
If
an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our ordinary shares, the tax treatment of
the partnership and 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.
In
addition, this discussion does not address any aspect of state, local or non-United States tax laws or the possible application of United
States federal gift or estate taxes, nor does it address the Medicare contribution tax on net investment income.
Each
holder of our ordinary shares is advised to consult such holder’s tax advisor with respect to the specific tax consequences to such
holder of acquiring, holding or disposing of our ordinary shares, including the applicability and effect of federal, state, local and
foreign laws and possible changes in the tax laws in such holder’s particular circumstances.
Taxation
of Dividends Paid On Ordinary Shares. Subject to
the discussion below under “Passive Foreign Investment Company Status,” a U.S. Holder will be required to include in gross
income as dividend income the amount of any distribution paid on our ordinary shares (other than certain
distributions, if any, of our ordinary shares distributed pro rata to all our shareholders) on the date on which the dividends are actually
or constructively received, including any non-U.S. taxes withheld from the amount paid, to the extent the distribution is paid out of
our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Distributions in excess of
such earnings and profits will be applied against and will reduce the U.S. Holder’s adjusted basis in our ordinary shares and, to
the extent in excess of such basis, will be treated as capital gain from the deemed sale or exchange of our ordinary shares. However,
we do not maintain calculations of our earnings and profits under United States federal income tax principles. Therefore, U.S. Holders
should expect that the entire amount of any distribution generally will be reported as dividend income to a U.S. Holder. The dividend
portion of such distributions generally will not qualify for the dividends received deduction available to corporations and thus will
be subject to tax at the rate applicable to their taxable income.
Dividends that are received
by non-corporate U.S. Holders will generally be taxed at the preferential rates applicable to “qualified dividend income”
(currently a maximum rate of 20%), provided certain holding period requirements are met, we are not a “passive foreign investment
company” (as discussed below) and our ordinary shares are readily tradable on an established securities market in the United States
or we are eligible for the benefits of the U.S.-Israel Tax Treaty. Our ordinary shares are generally readily tradable on the Nasdaq Global
Select Market, an established securities market. Dividends that fail to meet such requirements, and dividends received by corporate U.S.
Holders, are taxed at ordinary income rates. No dividend received by a U.S. Holder will be a qualified dividend (1) if the
U.S. Holder held the ordinary share with respect to which the dividend was paid for less than 61 days during the 121-day period beginning
on the date that is 60 days before the ex-dividend date with respect to such dividend, excluding for this purpose, under the rules of
Code Section 246(c), any period during which the U.S. Holder has an option to sell, is under a contractual obligation to sell, has made
and not closed a short sale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished
its risk of loss by holding other positions with respect to, such ordinary share (or substantially identical securities); or (2) to
the extent that the U.S. Holder is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to
positions in property substantially similar or related to the ordinary share with respect to which the dividend is paid. If we were
to be a “passive foreign investment company” (as such term is defined in the Code) for any year, dividends paid on our ordinary
shares in such year or in the following year would not be qualified dividends. In addition, a non-corporate U.S. Holder will be able to
take a qualified dividend into account in determining its deductible investment interest (which is generally limited to its net investment
income) only if it elects to do so; in such case the dividend will be taxed at ordinary income rates.
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Distributions of current
or accumulated earnings and profits paid in foreign currency to a U.S. Holder (including any non-U.S. taxes withheld therefrom) will generally
be includible in the income of a U.S. Holder in a U.S. dollar amount calculated by reference to the exchange rate on the date the distribution
is received regardless of whether the foreign currency is converted into U.S. dollars at the time. A U.S. Holder that receives a
foreign currency distribution and converts the foreign currency into U.S. dollars after the date of receipt may have foreign exchange
gain or loss based on any appreciation or depreciation in the value of the foreign currency against the U.S. dollar, which will generally
be U.S. source ordinary income or loss.
U.S. Holders may have the option of claiming the
amount of any non-U.S. income taxes withheld on a dividend distribution either as a deduction from gross income, provided a deduction
is claimed for all of the foreign income taxes the U.S. Holder pays or accrues in the particular year or as a dollar-for-dollar credit
against their U.S. federal income tax liability. Individuals who do not claim itemized deductions, but instead utilize the standard deduction,
may not claim a deduction for the amount of the non-U.S. income taxes withheld, but such amount may be claimed as a credit against the
individual’s U.S. federal income tax liability. The deduction, however, is not subject to the limitations applicable to foreign
tax credits, but may be subject to other limitations and each U.S. Holder is urged to consult its tax advisor. The amount of non-U.S.
income taxes which may be claimed as a credit in any year is subject to complex limitations and restrictions, which must be determined
on an individual basis by each U.S. Holder. These limitations include, among others, rules which limit foreign tax credits allowable with
respect to specific classes of income to the U.S. federal income taxes otherwise payable with respect to each such class of income. Distributions
of current or accumulated earnings and profits generally will be “passive category income” for U.S. foreign tax credit purposes.
The total amount of allowable foreign tax credits in any year generally cannot exceed the pre-credit U.S. tax liability for the year attributed
to non-U.S. source taxable income. A U.S. Holder will be denied a foreign tax credit with respect to non-U.S. income tax withheld
from a dividend received on the ordinary shares if such U.S. Holder has not held the ordinary shares for at least 16 days of the 31-day
period beginning on the date which is 15 days before the ex-dividend date with respect to such dividend, or to the extent such U.S. Holder
is under an obligation to make related payments with respect to positions in substantially similar or related property. Any days during
which a U.S. Holder has substantially diminished its risk of loss on the ordinary shares are not counted toward meeting the required 16-day
holding period. Pursuant to applicable United States Treasury regulations, however, if a U.S. Holder is not eligible for the benefits
of an applicable income tax treaty or does not elect to apply such treaty, then such holder may not be able to claim a foreign tax credit
arising from any foreign tax imposed on a distribution on the ordinary shares, depending on the nature of such foreign tax. The rules
governing the treatment of foreign taxes imposed on a U.S. Holder and foreign tax credits are complex, and U.S. Holders should consult
their tax advisors about the impact of these rules in their particular situations, including their eligibility for benefits under an applicable
income tax treaty and the potential impact of the applicable United States Treasury regulations.
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Taxation
of the Disposition of Ordinary Shares. Subject to
the discussion below under “Passive Foreign Investment Company Status,” upon the sale, exchange or other disposition of our
ordinary shares (other than with respect to certain non-recognition transactions), a U.S. Holder will recognize capital gain or loss in
an amount equal to the difference between such U.S. Holder’s adjusted basis in such ordinary shares, which is usually the cost of
such shares, and the amount realized on the disposition. A U.S. Holder that uses the cash method of accounting calculates the U.S. dollar
value of the proceeds received on the sale as of the date that the sale settles, while a U.S. Holder that uses the accrual method of accounting
is required to calculate the value of the proceeds of the sale as of the “trade date,” unless such U.S. Holder has made a
special election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS) to use the
settlement date to determine its proceeds of sale. Capital gain from the sale, exchange or other taxable disposition of our ordinary shares
held more than one year will be long-term capital gain, and may be eligible for a reduced rate of taxation for individuals, estates or
trusts (currently taxable at a maximum rate of 20%). U.S. Holders should consult their tax advisors regarding the availability of
the reduced rate of U.S. federal income tax on long-term capital gains in light of their own particular circumstances.
Gains or losses recognized
by a U.S. Holder on a sale, exchange or other disposition of our ordinary shares generally will be treated as U.S. source income for U.S.
foreign tax credit purposes. The deductibility of a capital loss recognized on the sale, exchange or other disposition of our ordinary
shares may be subject to limitations. A U.S. Holder that receives foreign currency upon disposition of our ordinary shares and subsequently
converts the foreign currency into U.S. dollars or disposes of such foreign currency, may have foreign exchange gain or loss based on
any appreciation or depreciation in the value of the foreign currency against the U.S. dollar, which will generally be U.S. source ordinary
income or loss. If a U.S. Holder used foreign currency to purchase ordinary shares, the cost of such ordinary shares will be the U.S.
dollar value of the foreign currency purchase price on the date of purchase, translated at the spot rate of exchange on that date. If
our ordinary shares are treated as traded on an established securities market for U.S. federal income tax purposes and the relevant U.S.
Holder is either a cash basis taxpayer or an accrual basis taxpayer who has made the special election described above, the U.S. Holder
will determine the U.S. dollar value of the cost of such ordinary shares by translating the amount paid at the spot rate of exchange on
the settlement date of the purchase.
Passive
Foreign Investment Company Status. We will be a “passive
foreign investment company” (a “PFIC”) if (taking into account certain “look-through” rules with respect
to the income and assets of our subsidiaries) either (i) 75 percent or more of our gross income in a taxable year is passive income or
(ii) the average percentage of our total assets (by value, determined on a quarterly basis) which produce, or are held for the production
of, passive income during the taxable year is at least 50 percent. Passive income for this purpose generally includes dividends, interest,
royalties, rents, gains from commodities and securities transactions. The Code does not specify how a corporation must determine the fair
market value of its assets for this purpose, and the issue has not been definitively determined by the IRS or the courts. The market
capitalization approach has generally been used to determine the fair market value of the assets of a publicly traded corporation.
The IRS and the courts, however, have accepted other valuation methods besides the market capitalization approach in certain other valuation
contexts.
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For our taxable year
ended December 31, 2022, we do not believe that we should be classified as a PFIC. There can be no assurance, however, that the IRS will
not challenge this treatment, and it is possible that the IRS could attempt to treat us as a PFIC for 2022 and prior taxable years. The
tests for determining PFIC status require a factual determination that depends on, among other things, the composition of our income,
assets and activities in each taxable year, and can only be made annually after the close of each taxable year. Furthermore, the aggregate
value of our gross assets is likely to be determined in part by reference to the trading price of our ordinary shares, which could fluctuate
significantly. We have a substantial balance of cash and other liquid investments, which are passive assets for purposes of the PFIC determination.
Accordingly, if our market capitalization declines significantly, it may make our classification as a PFIC more likely for the current
or future taxable years. Accordingly, there can be no assurance that we will not become a PFIC in future taxable years.
If we were a PFIC, each
U.S. Holder would (unless it made one of the elections discussed below on a timely basis) be taxed on gain recognized from the disposition
of our ordinary shares (including gain deemed recognized if the ordinary shares are used as security for a loan) and upon receipt of certain
excess distributions with respect to our ordinary shares as if such income had been recognized ratably over the U.S. Holder’s holding
period for the ordinary shares. The U.S. Holder’s income for the current taxable year would include (as ordinary income) amounts
allocated to the current year and to any period prior to the first day of the first taxable year for which we were a PFIC. Tax would also
be computed at the highest ordinary income tax rate in effect for each other period to which income is allocated, and an interest charge
on the tax as so computed would also apply. The tax liability with respect to the amount allocated to the taxable year prior to
the taxable year of the distribution or disposition cannot be offset by any net operating losses. Further, if we are a PFIC during any
year in which a U.S. Holder owns our ordinary shares, each U.S. Holder generally will be required to file an annual report with the IRS
on Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with respect to
us (regardless of whether a QEF or mark-to-market election (described below) is made). If we are classified as a PFIC in any year with
respect to which a U.S. Holder owns our ordinary shares, we will continue to be treated as a PFIC with respect to such U.S. Holder in
all succeeding years during which the U.S. Holder owns our ordinary shares, regardless of whether we continue to meet the tests described
above unless such U.S. Holder elects to apply the QEF or the mark-to-market election (described below) and certain conditions are met.
Under certain attribution
rules, if we are considered a PFIC, U.S. Holders may be deemed to own their proportionate share of equity in any PFIC owned by us (if
any), such entities referred to as “lower-tier PFICs,” and will be subject to U.S. federal income tax in the manner discussed
above on (1) a distribution to us on the shares of a “lower-tier PFIC” and (2) a disposition by us of shares of a “lower-tier
PFIC,” both as if the holder directly held the shares of such “lower-tier PFIC.”
As an alternative to
the tax treatment described above, a U.S. Holder could elect to treat us as a “qualified electing fund” (QEF), in which case
the U.S. Holder would be required to include in income, for each taxable year that we are a PFIC, its pro rata share of our ordinary earnings
as ordinary income and its pro rata share of our net capital gain as capital gain, subject to a separate election to defer payment of
taxes, which deferral is subject to an interest charge. Any income inclusion will be required whether or not such U.S. Holder owns
our ordinary shares for an entire taxable year or at the end of our taxable year. The amount so includable will be determined without
regard to our prior year losses or the amount of cash distributions, if any, received from us. Special rules apply if a U.S. Holder
makes a QEF election after the first year in its holding period in which we are a PFIC. We will supply U.S. Holders with the information
needed to report income and gain under a QEF election if we are a PFIC. A U.S. Holder’s basis in its ordinary shares will
increase by any amount included in income and decrease by any amounts not included in income when distributed because such amounts were
previously taxed under the QEF rules. So long as a U.S. Holder’s QEF election is in effect beginning with the first taxable
year in which we were a PFIC during the U.S. Holder’s holding period for its ordinary shares, any gain or loss realized by such
holder on the disposition of its ordinary shares held as a capital asset ordinarily would be capital gain or loss. Such capital
gain or loss ordinarily would be long-term if such U.S. Holder had held such ordinary shares for more than one year at the time of the
disposition and would be eligible for a reduced rate of taxation for certain non-corporate U.S. holders. The QEF election is made on a
shareholder-by-shareholder basis, applies to all ordinary shares held or subsequently acquired by an electing U.S. Holder and can be revoked
only with the consent of the IRS.
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As an alternative to
making a QEF election, a U.S. Holder of PFIC stock which is “marketable stock” (e.g., “regularly traded” on a
“qualified exchange”) may in certain circumstances avoid certain of the tax consequences generally applicable to holders of
stock in a PFIC by electing to mark the stock to market as of the beginning of such U.S. Holder’s holding period for the ordinary
shares. The Nasdaq Global Select Market, on which our ordinary shares are traded, is considered a “qualified exchange”
for this purpose. As a result of such election, in any taxable year that we are a PFIC, a U.S. Holder would generally be required to report
gain or loss to the extent of the difference between the fair market value of the ordinary shares at the end of the taxable year and such
U.S. Holder’s tax basis in its ordinary shares at that time. Any gain under this computation, and any gain on an actual disposition
of the ordinary shares in a taxable year in which we are a PFIC, would be treated as ordinary income. Any loss under this computation,
and any loss on an actual disposition of the ordinary shares in a taxable year in which we are a PFIC, generally would be treated as ordinary
loss to the extent of the cumulative net-mark-to-market gain previously included. Any remaining loss from marking ordinary shares
to market will not be allowed, and any remaining loss from an actual disposition of ordinary shares generally would be capital loss.
A U.S. Holder’s tax basis in its ordinary shares is adjusted annually for any gain or loss recognized under the mark-to-market election.
There can be no assurances that there will be sufficient trading volume with respect to our ordinary shares for the ordinary shares to
be considered “regularly traded” or that our ordinary shares will continue to trade on the Nasdaq Global Select Market.
Accordingly, there are no assurances that the ordinary shares will be marketable stock for these purposes. As with a QEF election,
a mark-to-market election is made on a shareholder-by-shareholder basis, applies to all ordinary shares held or subsequently acquired
by an electing U.S. Holder and can only be revoked with consent of the IRS (except to the extent the ordinary shares no longer constitute
“marketable stock”).
U.S.
Holders are urged to consult their tax advisors about the PFIC rules, including eligibility for and the manner and advisability of making,
the QEF election or the mark-to-market election.
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Tax
Consequences for Non-U.S. Holders of Ordinary Shares
Except as described in
“Information Reporting and Backup Withholding” below, a Non-U.S. Holder of ordinary shares will not be subject to U.S. federal
income or withholding tax on the payment of dividends on, and the proceeds from the sale, exchange or other taxable disposition of, ordinary
shares, unless, for U.S. federal income tax purposes:
| • |
such item is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States and, in the
case of a resident of a country which has a treaty with the United States, such item is attributable to a permanent establishment or,
in the case of an individual, a fixed place of business, in the United States; or |
| • |
the Non-U.S. Holder is an individual who holds the ordinary shares as a capital asset and is present in the United States for 183
days or more in the taxable year of the disposition and certain other requirements are met. |
Information
Reporting and Backup Withholding
U.S. Holders (other than
certain exempt recipients, such as corporations) generally are subject to information reporting requirements with respect to dividends
paid in the United States on ordinary shares and proceeds received from the sale, exchange, redemption or other disposition of ordinary
shares. Under the Code, a U.S. Holder may be subject, under certain circumstances, to backup withholding with respect to dividends
paid on our ordinary shares and proceeds received from the sale, exchange, redemption or other disposition of ordinary shares unless such
holder provides proof of an applicable exemption or correct taxpayer identification number and otherwise complies with applicable requirements
of the backup withholding rules.
Any U.S. Holders required
to establish their exempt status generally must provide a properly executed IRS Form W-9 (Request for Taxpayer Identification Number and
Certification).
Amounts withheld under the backup withholding rules
are not an additional tax and may be refunded or credited against the U.S. Holder’s U.S. federal income tax liability, provided
the required information is timely furnished to the IRS.
Non-U.S. Holders generally are not subject to information
reporting or backup withholding with respect to dividends paid on, or the proceeds from the disposition of, ordinary shares, provided
that such Non-U.S. Holder certifies to its foreign status, or otherwise establishes an exemption.
Certain U.S. Holders
who are individuals or certain other non-corporate entities (and to the extent provided in IRS guidance, certain Non-U.S. Holders) who
hold interests in “specified foreign financial assets” (as defined in Section 6038D of the Code) are generally required to
file an IRS Form 8938 as part of their U.S. federal income tax returns to report their ownership of such specified foreign financial assets,
which may include our ordinary shares, if the total value of those assets exceed certain thresholds. Substantial penalties may apply to
any failure to timely file IRS Form 8938. In addition, in the event a holder that is required to file IRS Form 8938 does not file such
form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year
may not close until three years after the date that the required information is filed. Holders should consult their tax advisors regarding
their tax reporting obligations.
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F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.
H.
Documents on Display
We are subject to the
informational requirements of the Exchange Act, as applicable to “foreign private issuers” (as defined in Rule 3b-4 under
the Exchange Act), and fulfill the obligations with respect to such requirements by filing reports and other information with the SEC.
As a foreign private
issuer, we are exempt from the rules under the Exchange Act prescribing 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 U.S. companies whose securities are registered under the Exchange Act.
Notwithstanding the foregoing,
we furnish reports with the SEC on Form 6-K containing unaudited financial information for the first three quarters of each fiscal year,
and we solicit proxies and furnish proxy statements for all meetings of shareholders, a copy of which proxy statement is furnished promptly
thereafter with the SEC under the cover of a Current Report on Form 6-K. This annual report and the exhibits thereto and any other document
we file pursuant to the Exchange Act are available on the SEC website (http://www.sec.gov) and on our website www.radware.com. However,
the content of our website is not incorporated by reference into this annual report.
The documents concerning
our Company which are referred to in this annual report may also be inspected at our offices located at 22 Raoul Wallenberg Street, Tel
Aviv 6971917, Israel.
I.
Subsidiary Information
Not applicable.
J.
Annual Report to Security Holders
Not applicable.
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| ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
General
We
are exposed to market risk, including fluctuations in interest rates and foreign currency exchange rates. Our primary market risk exposure
occurs because we generate a portion of our revenues in foreign
currencies, mainly in Euros and incur a portion of our expenses in foreign currencies, mainly
in NIS, but also in Euros and other foreign currencies. As more fully described below, commencing in
2022, we engaged in currency-hedging transactions intended to reduce the effect of fluctuations in foreign currency exchange rates on
our financial position and results of operations. However, there can be no assurance that any such hedging transactions will materially
reduce the effect of fluctuations in foreign currency exchange rates on such results.
In
addition, as of December 31, 2022, we had cash and cash equivalents, including short- and long-term bank deposits and short- and long-term
marketable securities, of $432.0 million. As of that date,
approximately 98% of our cash, cash equivalents and marketable securities are held by Radware Ltd. in Israeli or U.S. financial institutions.
The
majority of our cash and cash equivalents, and short- and long-term bank deposits are invested in banks in Israel and, to a smaller extent,
in banks in the United States. The Israeli bank deposits are not insured, while the deposits made in the United States in excess of insured
limits are not otherwise insured. If one or more of these financial institutions were to become insolvent, the loss of these investments
would have a material adverse effect on our financial condition.
Exposure
to Interest Rate Fluctuations
Approximately 31% of
our cash throughout the world is invested in fixed-income securities which are affected by changes in interest rates. Interest rates are
highly sensitive to many factors, including governmental monetary policies and domestic and international economic and political conditions.
These securities are readily available for sale and are treated as such in our financial statements.
Consequently, our investments
are exposed to risks relating to a fluctuation in interest rates, which may affect our interest income and the fair market value of our
investments. This is because an increase in market interest rates could have an adverse effect on the value of our investment portfolio,
for example, by decreasing the fair values of the fixed income securities that comprise a substantial majority of our investment portfolio.
Similarly, in a declining interest rate environment, borrowers may seek to refinance their borrowings at lower rates and, accordingly,
prepay or redeem securities held earlier than initially expected. This action may cause us to reinvest the redeemed proceeds in lower
yielding investments.
Our investments portfolio
consists primarily of investments in foreign banks and government debentures, corporate debentures and bank deposits. As of December 31,
2022, approximately 8% of our portfolio was invested in foreign banks and government debentures, 23% in other corporate debentures and
the rest of the funds were invested in bank deposits and money market funds. Although we believe that we generally adhere to conservative
investment guidelines, the continuing turmoil in the financial markets may result in impairments of the carrying value of our investment
assets. Realized losses in our investments portfolio may adversely affect our financial position and results.
-
129 -
Any significant decline
in our investment income or the value of our investments as a result of falling interest rates, deterioration in the credit of the securities
in which we have invested, or general market conditions could have an adverse effect on our results of operations and financial condition.
We currently have no
debt.
Exposure
to Currency Fluctuations
Approximately 89% of
our sales in 2022 were denominated in dollars or are dollar-linked, and we incur most of our expenses in dollars, NIS, and Euros. We believe
that the dollar is the primary currency of the economic environment in which we operate. Thus, our functional and reporting currency is
the dollar, and monetary accounts maintained in currencies other than the dollar are re-measured into U.S. dollars in accordance with
ASC 830 “Foreign Currency Matters.” Changes in currency exchange rates between our functional currency and the currency in
which a transaction is denominated are included in our results of operations as financial income (expense) in the period in which the
currency exchange rates change.
We monitor our foreign currency exposure and, from time to time, we use currency forward
contracts in order to protect against the increase in value of forecasted non-dollar currency cash flows and to hedge future anticipated
payments. As of December 31, 2022, we had outstanding currency forward contracts in the total amount of approximately $62.2 million to
hedge portions of our forecasted expenses denominated in NIS. These forward contracts expire on various dates until September 30,
2023. However, we cannot guarantee that such measures will effectively protect us from adverse effects due to the impact of change in
currency exchange rates.
Our revenues and expenses
may be affected by fluctuations in the value of the dollar as it relates to foreign currencies, mainly the NIS and Euro. For example,
if there were no changes in the average exchange rates of the dollar relative to the NIS and Euro during the year in 2022 compared to
the average exchange rates in 2021, our revenues would have been higher in an amount of $0.8 million, and our expenses would have been
higher by an amount of $5.8 million. Assuming our revenues and expenses in 2022 remain at the same level and with the same currency mix
as in 2022, a 10% weakening in the value of the dollar relative to all currencies in which we operate would result in an increase in revenues
of $3.3 million and an increase in our expenses of $14.2 million.
The following table presents information about the changes in the exchange rates of
the U.S. dollar relative to the NIS and Euro:
|
U.S. dollar against: |
||||||
|
Year ended December 31, |
NIS |
Euro |
||||
|
2018 |
8.1 |
% |
4.6 |
% | ||
|
2019 |
(7.8 |
)% |
2.0 |
% | ||
|
2020 |
(7.0 |
)% |
(8.5 |
)% | ||
|
2021 |
(3.3 |
)% |
8.4 |
% | ||
|
2022 |
13.2 |
% |
6.1 |
% | ||
-
130 -
| ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
A. Debt
Securities
Not applicable.
B. Warrants
and Rights
Not applicable.
C. Other
Securities
Not applicable.
D. American
Depositary Shares
The Company does not
have any outstanding American Depositary Shares or American Depositary Receipts.
-
131 -
PART
II
| ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
Not applicable.
| ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
Not applicable.
| ITEM 15. |
CONTROLS AND PROCEDURES |
•
Disclosure Controls and Procedures
Our management, with
the participation of our President and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2022.
Based on this evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022,
our disclosure controls and procedures were effective to ensure that: (1) information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms; and (2) such information is accumulated and communicated to our management, including our President
and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
•
Management’s Annual Report on Internal Control Over Financial Reporting
Our management, under
the supervision of our President and Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining
adequate internal control over financial reporting for us. Our internal control over financial reporting is a process to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. GAAP. 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 our financial statements. |
-
132 -
Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of
effectiveness to future periods is 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.
Our management, with
the participation of our President and Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal
control over financial reporting as of December 31, 2022. In conducting its assessment of internal control over financial reporting, our
management based its evaluation on the framework 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, 2022 based on these criteria.
•
Attestation Report of the Registered Public Accounting Firm
The effectiveness of
our internal control over financial reporting as of December 31, 2022, has been audited by Kost, Forer, Gabbay Kasierer (a Member
of Ernst Young Global), an independent registered public accounting firm who audited and reported on the consolidated financial
statements of the company for the year ended December 31, 2022.
This annual report includes an attestation
report of our independent registered public accounting firm regarding management’s assessment of internal control over financial
reporting on page F-5 of our audited consolidated financial statements set forth in Item 18 “Financial Statements”.
•
Changes in Internal Control Over Financial Reporting
During the year ended
December 31, 2022, no changes in our internal control over financial reporting have occurred that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Although some of our
workforce is or was working remotely during 2022 as a result of the COVID-19 pandemic, there were no material changes to our existing
internal control over financial reporting as a result of this.
ITEM 16.
[RESERVED]
ITEM 16A.
AUDIT COMMITTEE
FINANCIAL EXPERT
Our Board of Directors
has determined that Ms. Naama Zeldis, a member of our Audit Committee, is an “audit committee financial expert” as defined
in the applicable regulations and has the requisite financial experience as defined by the Nasdaq listing standards. Our Board of
Directors has determined that each member of our Audit Committee is “independent” as such term is defined in the Nasdaq listing
standards. The education and experience of the Audit Committee financial expert is presented in Item 6.A “Directors and Senior Management”.
-
133 -
ITEM 16B.
CODE OF ETHICS
We have adopted a Code of Conduct and Ethics that applies to all directors, officers
and employees of the Company, including our President and Chief Executive Officer, Chief Financial Officer, Director of Finance and Corporate
Controller. Our Code of Conduct and Ethics has been posted on our Internet website, http://www.radware.com/corporategovernance/ (information
contained on our website, including in our Code of Conduct and Ethics, is not incorporated herein by reference and shall not constitute
part of this annual report). The Company will promptly disclose to our shareholders, if required by applicable laws or stock exchange
requirements, any amendments to or waivers from the Code of Conduct and Ethics applicable to our directors or officers by posting such
information on our website.
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees Paid to Independent Public Accountants
In the annual meeting
held in December 2022, our shareholders approved the reappointment of Kost, Forer, Gabbay Kasierer, a member of Ernst Young
Global (Ernst Young), to serve as our independent auditors until the next annual meeting.
The following table sets
forth, for each of the years indicated, the aggregate fees billed by Ernst Young and the percentage of each of the fees out of the
total amount paid to them classified by category:
|
Year Ended December 31,
|
||||||||||||||||
| 2021* | 2022* | |||||||||||||||
|
(US$ in thousands) |
||||||||||||||||
|
Audit Fees (1) |
405 |
42 |
% |
480 |
62 |
% | ||||||||||
|
Audit-Related Fees (2) |
234 |
25 |
% |
- |
0 |
% | ||||||||||
|
Tax Fees (3) |
190 |
20 |
% |
214 |
28 |
% | ||||||||||
|
All Other Fees (4) |
127 |
13 |
% |
78 |
10 |
% | ||||||||||
|
Total |
956 |
100 |
% |
772 |
100 |
% | ||||||||||
*
All of the services in the above table were approved by the Audit Committee.
(1) Audit Fees include
fees associated with the annual audit, including the audit of internal control over financial reporting, the reviews of the Company’s
quarterly financial statements, statutory audits required internationally, acquisition audit procedures and Critical Audit Matters assessment,
consents and assistance with, and review of, documents filed with the SEC.
(2) Audit-Related Fees include assurance and related services that traditionally are
performed by the independent accountant, including due diligence services related to mergers and acquisitions, internal control reviews,
attest services related to financial reporting that are not required by statute or regulation and consultation concerning financial accounting
and reporting standards (not classified as audit fees).
-
134 -
(3) Tax Fees include
tax compliance, including the preparation of tax returns, tax planning and tax advice, including assistance with tax audits and appeals,
advice related to acquisitions, transfer pricing and assistance with respect to requests for rulings from tax authorities.
(4) Other Fees include
fees for consultation with Company management about accounting or disclosure treatment of transactions or events and consulting services
such as obtaining grants from the Government of Israel for approved research and development projects.
Audit Committee’s
pre-approval policies and procedures
Our Audit Committee oversees
our independent auditors. See also the description in Item 6.C “Board Practices.”
Our Audit Committee has
adopted a policy requiring management to obtain the Committee’s approval before engaging our independent auditors to provide any
other audit or permitted non-audit services to us or our subsidiaries. Pursuant to this policy, which is designed to assure you that such
engagements do not impair the independence of our auditors, and which is discussed and approved at the end of each calendar year, the
Audit Committee pre-approves annually a catalog of specific audit and non-audit services in the categories Audit Service, Audit-Related
Service and Tax Consulting Services that may be performed by our auditors. In addition, the Audit Committee limited the aggregate
amount in fees our auditors may receive during fiscal year for non-audit services in certain categories, unless pre-approved. Our Director
of Finance reviews all individual management requests to engage our independent auditors as a service provider in accordance with this
catalog and, if the requested services are permitted pursuant to the catalog, approve the request accordingly. We inform the Audit Committee
about these approvals on a quarterly basis. Services that are not included in the catalog require pre-approval by the Audit Committee
on a case-by-case basis. Our Audit Committee is not permitted to approve any engagement of our auditors if the services to be performed
either fall into a category of services that are not permitted by applicable law or the services would be inconsistent with maintaining
the auditors’ independence.
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
-
135 -
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
During 2022, we repurchased an aggregate amount of $60.3 million
of our ordinary shares under publicly announced share repurchase plans, as follows:
|
Period |
Total Number of Shares Purchased |
Average Price Paid per Share (in US$) |
Total Number of Shares Purchased as Part of Publicly Announced Plans |
Approximate Dollar Value of Shares that May Yet To Be Purchased Under the Plans (1)(2)(3)
|
||||||||||||
|
January 1 through 31 |
166,939 |
31.82 |
166,939 |
$ |
22,306,751 |
|||||||||||
|
February 1 through 28 |
200,342 |
31.77 |
200,342 |
$ |
15,942,650 |
|||||||||||
|
March 1 through 31 |
378,806 |
31.90 |
378,806 |
$ |
3,857,823 |
|||||||||||
|
April 1 through 30 |
468,722 |
31.13 |
468,722 |
$ |
69,268,176 |
|||||||||||
|
May 1 through 31 |
208 |
23.96 |
208 |
$ |
69,263,192 |
|||||||||||
|
June 1 through 30 |
132,804 |
21.83 |
132,804 |
$ |
66,364,144 |
|||||||||||
|
July 1 through 31 |
154,267 |
21.90 |
154,267 |
$ |
62,985,712 |
|||||||||||
|
August 1 through 31 |
43,607 |
21.82 |
43,607 |
$ |
82,034,324 |
|||||||||||
|
September 1 through 30 |
87,717 |
21.58 |
87,717 |
$ |
80,141,405 |
|||||||||||
|
October 1 through 31 |
10,000 |
21.76 |
10,000 |
$ |
79,923,830 |
|||||||||||
|
November 1 through 30 |
255,507 |
20.29 |
255,507 |
$ |
74,739,543 |
|||||||||||
|
December 1 through 31 |
371,000 |
19.65 |
371,000 |
$ |
67,448,281 |
|||||||||||
(1) In May 2020, the
Company’s Board of Directors authorized a new plan for the repurchase of up to an aggregate of $56.8 million of the Company’s
ordinary shares in the open market, subject to normal trading restrictions, or in privately negotiated transactions. This plan was announced
on May 6, 2020 and expired on May 5, 2021.
(2) In February 2021,
the Company’s Board of Directors authorized a new plan for the repurchase of up to an aggregate of $80 million of the Company’s
ordinary shares in the open market, subject to normal trading restrictions, or in privately negotiated transactions (the “2021 Plan”).
The 2021 Plan was comprised of a combination of the unused balance of a share repurchase plan announced in 2020 and new authorization
of additional share repurchases. The 2021 plan was first announced on February 16, 2021 and expired on May 6, 2022.
(3) In March 2022, the Company’s Board of Directors authorized a new plan for the repurchase of up
to an aggregate of $80 million of the Company’s ordinary shares in the open market, subject to normal trading restrictions, or in
privately negotiated transactions (the “2022 Plan”). In addition to the 2022 Plan, the 2021 Plan remained in effect and available
for repurchases. The initial 2022 Plan was announced on March 2, 2022. In August 2022, the Company’s Board of Directors authorized
an increase in the repurchase authority under the 2022 Plan by an additional $20 million, to a total of up to $100 million. The
2022 Plan will expire on October 31, 2023.
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
-
136 -
ITEM 16G.
CORPORATE GOVERNANCE
We are a foreign private
issuer whose ordinary shares are listed on the Nasdaq Global Select Market. As such, we are required to comply with U.S. federal
securities laws, including the Sarbanes-Oxley Act, and the Nasdaq rules, including the Nasdaq corporate governance requirements.
The Nasdaq rules provide that foreign private issuers may follow home country practice in lieu of certain qualitative listing requirements
subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws, so long
as the foreign issuer discloses that it does not follow such listing requirement and describes the home country practice followed in its
reports filed with the SEC. Below is a concise summary of the significant ways in which our corporate governance practices differ
from the corporate governance requirements of Nasdaq applicable to domestic U.S. listed companies:
| • |
The Nasdaq rules require that an issuer have a quorum requirement for shareholders meetings of at least one-third of the outstanding
shares of the issuer’s common voting stock. Our Articles of Association provide that the quorum for any meeting of shareholders
is 35% or more of the voting rights in the Company, consistent with the Nasdaq rules; however, we have chosen to follow home country practice
with respect to the quorum requirements of an adjourned shareholders meeting. Our Articles of Association, as permitted under the Israeli
Companies Law and Israeli practice, provide that a meeting adjourned for lack of a quorum of at least 35% of the voting power, if convened
upon requisition under the provisions of the Companies Law, shall be dissolved, but, in any other case, it shall be adjourned and, at
such reconvened meeting, the required quorum consists of any two members present in person or by proxy. |
| • |
The Nasdaq rules require shareholder approval of share option plans and other equity compensation arrangements available to officers,
directors or employees and any material amendments thereto. We have decided to follow home country practice in lieu of obtaining shareholder
approval for our current or future equity incentive plans. However, subject to exceptions permitted under the Companies Law, we
are required to seek shareholder approval of any grants of options and other equity-based awards to directors and controlling shareholders
or plans that require shareholder approval for other reasons. |
| • |
Additionally, we have chosen to follow our home country practice in lieu of the requirements of Nasdaq Rule 5250(d)(1), relating
to an issuer’s furnishing of its annual report to shareholders. Specifically, we file annual reports on Form 20-F, which contain
financial statements audited by an independent accounting firm, electronically with the SEC and post a copy on our website. |
Although we may rely
on certain home country corporate governance practices, we must comply with Nasdaq Rule 5625 Notification of Noncompliance and Rule 5640
Voting Rights. Further, we must have an audit committee charter that satisfies Rule 5605(c)(3), which addresses audit committee responsibilities
and authority, and that consists of committee members that meet the independence requirements of Rule 5605(c)(2)(A).
To the extent permitted
by Nasdaq rules, we may in the future elect to follow Israel corporate governance practices in lieu of Nasdaq corporate governance rules
with regard to other matters.
ITEM 16H.
MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTIONS
Not applicable.
-
137 -
PART
III
ITEM
17. FINANCIAL STATEMENTS
We have responded to
Item 18 in lieu of this item.
ITEM
18. FINANCIAL STATEMENTS
The Financial Statements
required by this item are found at the end of this annual report, beginning on page F-1.
ITEM 19.
EXHIBITS
The exhibits filed with
or incorporated into this annual report are listed on the index of exhibits below.
|
Exhibit No.
|
Exhibit
|
|
101.INS* |
XBRL Instance Document |
|
101.SCH* |
XBRL Taxonomy Extension Schema Document |
|
101.CAL* |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.DEF* |
XBRL Taxonomy Definition Linkbase Document |
|
101.LAB* |
XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE* |
XBRL Taxonomy Extension Presentation Linkbase Document |
|
104* |
Cover Page Interactive Data File (embedded within the inline XBRL document).
|
¶
Translated from Hebrew
-
138 -
#
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
*
Filed herewith.
**
Furnished herewith.
IMPORTANT
NOTE: Certain agreements filed as exhibits to this annual report contain representations, warranties and covenants that the parties thereto
made to each other. These representations, warranties and covenants have been made solely for the purposes of such agreements and as of
specific dates, were made solely for the benefit of the other parties to such agreements, and may have been qualified by certain information
that has been disclosed to the other parties to such agreements and that may not be reflected in the text of such agreements and may apply
standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the
Company. In addition, these representations, warranties and covenants may be intended as a way of allocating risks among parties if the
statements contained therein prove to be incorrect, rather than as actual statements of fact. Moreover, information concerning the subject
matter of any such representations, warranties and covenants may have changed since the date of such agreements. Accordingly, there can
be no reliance on any such representations, warranties and covenants as characterizations of the actual state of facts.
(A)
Incorporated by reference to Exhibit 1.1 to the Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on
April 2, 2020.
(B)
Incorporated by reference to Exhibit 1.2 to the Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on
April 20, 2021.
(C)
Incorporated by reference to Exhibit 2.1 to the Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on
April 20, 2021.
(D) Incorporated by reference to Appendix B to the Proxy Statement filed as Exhibit 1.2 to Report of Foreign
Private Issuer on Form 6-K submitted to the SEC on July 28, 2011.
(E)
Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on
April 20, 2021.
(F)
Incorporated by reference to Exhibit 4.3 to the Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on
April 20, 2021.
(G)
Incorporated by reference to Exhibit 4.8 to the Annual Report on Form 20-F for the year ended December 31, 2009, filed with the SEC on
April 29, 2010.
(H)
Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 20-F for the year ended December 31, 2009, filed with the SEC on
April 29, 2010.
(I)
Incorporated by reference to Exhibit 4.6 to the Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on
April 20, 2021.
(J)
Incorporated by reference to Exhibit 4.7 to the Annual Report on Form 20-F for the year ended December 31, 2021, filed with the SEC on
April 11, 2022.
-
139 -
SIGNATURE
The registrant hereby
certifies that it meets all of the requirements for filing on Form 20‑F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
|
|
RADWARE LTD.
By: /s/ Roy
Zisapel
Roy Zisapel
President and Chief Executive Officer
|
Date:
March 30, 2023
-
140 -
RADWARE LTD. AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2022
U.S. DOLLARS IN THOUSANDS
INDEX
|
Page
|
|
|
Reports of Independent Registered Public Accounting Firm (PCAOB ID:
|
F2 – F5
|
|
F6 – F7
|
|
|
F8
|
|
|
F9
|
|
|
F10
|
|
|
F11 – F12
|
|
|
F13 – F55
|
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Radware Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Radware Ltd. and its subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income (loss), comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 30, 2023, 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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F - 2
|
Revenue Recognition
|
||
|
Description of the Matter
|
As described in Note 2 to the consolidated financial statements, some of the Company’s contracts with customers consist of products, services and subscriptions, which are accounted for as separate performance obligations when they are distinct. In such cases, the transaction price is then allocated to the distinct performance obligations on a relative standalone selling price basis and recognizes associated revenue as control is transferred to the customer.
Auditing the estimate of standalone selling price for performance obligation not sold separately involved subjective auditor judgment due to the absence of directly observable data which requires the Company to make subjective assumptions used to estimate the standalone selling price for each performance obligation. Standalone selling price for products and services can evolve over time due to changes in the Company’s pricing practices that are influenced by intense competition, changes in demand for products and services, and economic factors, among others. Given these factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer contracts was extensive and required subjective auditor judgment.
|
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls relating to the revenue recognition process, including the estimate of standalone selling prices for each distinct performance obligation and review of assumptions used.
Our audit procedures included testing management's estimate of standalone selling price for each distinct performance obligation included, among others, evaluating the appropriateness of the methodology applied and the reasonableness of management’s judgment and assumptions by comparing these assumptions with prior years and with the Company's and industry’s general and specific trends. We also inspected the source of historical data, pricing and other observable inputs such as customer grouping, tested the mathematical accuracy of the underlying data and evaluated the accounting policies and practices related to the estimate of standalone selling prices by management. In addition, we have tested the accuracy of management’s allocation of the transaction price to the performance obligations contained within sampled contracts and purchase orders with customers and evaluated whether revenue was recognized in the appropriate amounts and period. We also evaluated and tested the Company’s disclosures included in Note 2 to the consolidated financial statements.
|
F - 3
|
Accounting for the acquisition of SecurityDAM Ltd.
|
||
|
Description of the Matter
|
During 2022, the Company completed the assets acquisition of SecurityDAM Ltd. (“SecurityDAM”), a related party, for total consideration of $39.5 million, as disclosed in Note 3 to the consolidated financial statements. The transaction was accounted for as a business combination in accordance with ASC 805 “Business Combinations”.
Auditing the Company’s accounting for this acquisition was complex due to the estimation uncertainty in the Company’s determination of the fair value of the developed technology in the amount of $12.7 million. The estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the developed technology. The Company used the Multi-Period Excess Earning Method (“MPEEM”), which is a variation of the discounted cash flow method, to measure the fair value of the developed technology. The significant assumptions used to estimate the fair value of the developed technology included, among others, discount rates and certain assumptions that form the basis of the forecasted results (e.g., revenue growth rates and profitability margins). These assumptions are forward looking and could be affected by future economic and market conditions. Given these factors, the related audit effort in evaluating management’s significant assumptions in determining the fair value of the developed technology was extensive and required subjective auditor judgment.
|
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting for business combination. This included testing controls over the estimation process supporting the recognition and measurement of the developed technology and management’s judgment and evaluation of underlying assumptions and estimates with regard to the fair values of the developed technology.
To test the estimated fair value of the developed technology, we performed audit procedures that included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company’s valuation specialist, performing sensitivity tests and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We involved our valuation specialists in assisting with our evaluation of the methodology used by the Company and the significant assumptions included in the fair value of the developed technology. We compared the significant assumptions to current industry, market and economic trends, and to the historical results of the developed technology. Specifically, when assessing the key assumptions, we focused on the discount rate, revenue growth rates profitability margins assumptions and changes in the technology that would drive these forecasted growth rates.
|
/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
We have served as the Company's auditor since 2002.
Tel-Aviv, Israel
March 30, 2023
F - 4
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Radware Ltd.
Opinion on Internal Control Over Financial Reporting
We have audited Radware Ltd. and its subsidiaries' internal control over financial reporting as of December 31, 2022, 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, Radware Ltd. and its subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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, 2022 and 2021, the related consolidated statements of income (loss), comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 30, 2023 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 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.
/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
March 30, 2023
F - 5
RADWARE LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
|
December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
|
||||||||
|
ASSETS |
||||||||
|
|
||||||||
|
CURRENT ASSETS: |
||||||||
|
|
||||||||
|
Cash and cash equivalents |
$ |
|
$ |
|
||||
|
Marketable securities |
|
|
||||||
|
Short-term bank deposits |
|
|
||||||
|
Trade receivables, net of allowance for credit losses of $ |
|
|
||||||
|
Other current assets and prepaid expenses |
|
|
||||||
|
Inventories |
|
|
||||||
|
|
||||||||
|
Total current assets |
|
|
||||||
|
|
||||||||
|
LONG-TERM INVESTMENTS: |
||||||||
|
|
||||||||
|
Marketable securities |
|
|
||||||
|
Long-term bank deposits |
|
|
||||||
|
Other assets |
|
|
||||||
|
|
||||||||
|
Total long-term investments |
|
|
||||||
|
|
||||||||
|
Property and equipment, net |
|
|
||||||
|
Operating lease right-of-use assets |
|
|
||||||
|
Intangible assets, net |
|
|
||||||
|
Goodwill |
|
|
||||||
|
Other long-term assets |
|
|
||||||
|
|
||||||||
|
Total assets |
$ |
|
$ |
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
RADWARE LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
|
December 31, |
||||||||
|
2022 |
|
|
2021 |
|||||
|
|
||||||||
|
LIABILITIES AND EQUITY |
||||||||
|
|
||||||||
|
CURRENT LIABILITIES: |
||||||||
|
|
||||||||
|
Trade payables |
$ |
|
$ |
|
||||
|
Deferred revenues |
|
|
||||||
|
Operating lease liabilities |
|
|
||||||
|
Employees and payroll accruals |
|
|
||||||
|
Other payables and accrued expenses |
|
|
||||||
|
|
||||||||
|
Total current liabilities |
|
|
||||||
|
|
||||||||
|
LONG-TERM LIABILITIES: |
||||||||
|
|
||||||||
|
Deferred revenues |
|
|
||||||
|
Operating lease liabilities |
|
|
||||||
|
Other long-term liabilities |
|
|
||||||
|
|
||||||||
|
Total long-term liabilities |
|
|
||||||
|
|
||||||||
|
COMMITMENTS AND CONTINGENT LIABILITIES |
||||||||
|
|
||||||||
|
SHAREHOLDERS’ EQUITY: |
||||||||
|
Share capital - |
||||||||
|
Ordinary shares of NIS Authorized: |
|
|
||||||
|
Additional paid-in capital |
|
|
||||||
|
Treasury shares |
( |
) |
( |
) |
||||
|
Accumulated other comprehensive loss |
( |
) |
( |
) | ||||
|
Retained earnings |
|
|
||||||
|
|
||||||||
|
Total Radware Ltd. shareholders' equity |
||||||||
|
Non-controlling interest |
||||||||
|
Total shareholders’ equity |
|
|
||||||
|
|
||||||||
|
Total liabilities and shareholders’ equity |
$ |
|
$ |
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
RADWARE LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
U.S. dollars in thousands, except share data
|
Year ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
|
||||||||||||
|
Revenues: |
||||||||||||
|
Products |
$ |
|
$ |
|
$ |
|
||||||
|
Services |
|
|
|
|||||||||
|
|
||||||||||||
|
Total revenues |
|
|
|
|||||||||
|
|
||||||||||||
|
Cost of revenues: |
||||||||||||
|
Products |
|
|
|
|||||||||
|
Services |
|
|
|
|||||||||
|
|
||||||||||||
|
Total cost of revenues |
|
|
|
|||||||||
|
|
||||||||||||
|
Gross profit |
|
|
|
|||||||||
|
|
||||||||||||
|
Operating expenses, net: |
||||||||||||
|
|
||||||||||||
|
Research and development, net |
|
|
|
|||||||||
|
Sales and marketing |
|
|
|
|||||||||
|
General and administrative |
|
|
|
|||||||||
|
|
||||||||||||
|
Total operating expenses, net |
|
|
|
|||||||||
|
|
||||||||||||
|
Operating income (loss) |
( |
) |
|
|
||||||||
|
Financial income, net |
|
|
|
|||||||||
|
|
||||||||||||
|
Income before taxes on income |
|
|
|
|||||||||
|
Taxes on income |
|
|
|
|||||||||
|
|
||||||||||||
|
Net income (loss) attributable to Radware Ltd.’s shareholders |
$ |
( |
) |
$ |
|
$ |
|
|||||
|
|
||||||||||||
|
Basic net earnings (loss) per share |
$ |
( |
) |
$ |
|
$ |
|
|||||
|
|
||||||||||||
|
Diluted net earnings (loss) per share |
$ |
( |
) |
$ |
|
$ |
|
|||||
|
|
||||||||||||
|
Weighted average shares used to compute net income (loss) per share: |
||||||||||||
|
|
||||||||||||
|
Basic |
|
|
|
|||||||||
|
|
||||||||||||
|
Diluted |
|
|
|
|||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
RADWARE LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands
|
Year ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
|
||||||||||||
|
Net income (loss) |
$ |
( |
) |
$ |
|
$ |
|
|||||
|
|
||||||||||||
|
Other comprehensive income (loss) before tax: |
||||||||||||
|
Unrealized gains (losses) on marketable securities: |
||||||||||||
|
Changes in unrealized gains (losses) |
( |
) |
( |
) |
|
|||||||
|
Less: reclassification adjustments for gains included in net income (loss) |
|
|
|
|
|
|||||||
|
Cash flow hedging activities adjustments: |
||||||||||||
|
Changes in unrealized gains (losses) |
( |
) | ( |
) | ||||||||
|
Less: reclassification adjustments for gains included in net income (loss) |
( |
) |
( |
) | ||||||||
|
|
||||||||||||
|
Other comprehensive income (loss) before tax |
( |
) |
( |
) |
|
|||||||
|
Unrealized gains (losses) on marketable securities: |
||||||||||||
|
Income tax benefits (income tax expenses) related to components of other comprehensive income (loss) |
|
|
( |
) |
||||||||
|
Cash flow hedging activities adjustments: |
||||||||||||
|
Income tax benefits (income tax expenses) related to components of other comprehensive income (loss) |
|
|||||||||||
|
Income tax benefits (income tax expenses) related to components of other comprehensive income (loss) |
|
|
( |
) | ||||||||
|
Other comprehensive income (loss), net of tax |
( |
) |
( |
) |
|
|||||||
|
|
||||||||||||
|
Comprehensive income (loss) attributable to Radware Ltd.’s shareholders |
$ |
( |
) |
$ |
|
$ |
|
|||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
RADWARE LTD. AND ITS SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands, except share and per share data
|
Number of outstanding ordinary shares |
|
|
Share Capital |
|
|
Additional paid-in capital |
|
|
Treasury stock, at cost |
|
|
Accumulated other comprehensive income (loss) |
|
|
Retained earnings |
|
|
Total Radware Ltd. shareholders’ equity |
Non-controlling interest |
Total shareholders’ equity |
||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||
|
Balance as of January 1, 2020 |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
$ |
|
|||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Repurchase of ordinary shares |
( |
) |
|
|
( |
) |
|
|
( |
) |
( |
) |
||||||||||||||||||||||||
|
Issuance of shares upon exercise of share options and vesting of restricted shares units |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Share-based compensation |
- |
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Other comprehensive income, net of tax |
- |
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Net income |
- |
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2020 |
|
|
|
( |
) |
|
|
|
|
|||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Repurchase of ordinary shares |
( |
) |
|
|
( |
) |
|
|
( |
) |
( |
) |
||||||||||||||||||||||||
|
Issuance of shares upon exercise of share options and vesting of restricted shares units |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Share-based compensation |
- |
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Other comprehensive loss, net of tax |
- |
|
|
|
( |
) |
|
( |
) |
( |
) |
|||||||||||||||||||||||||
|
Net income |
- |
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2021 |
|
|
|
( |
) |
( |
) |
|
|
|
||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Repurchase of ordinary shares |
( |
) |
|
|
( |
) |
|
|
( |
) |
( |
) |
||||||||||||||||||||||||
|
Issuance of shares upon exercise of share options and vesting of restricted shares units |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Share-based compensation |
- |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Other comprehensive loss, net of tax |
- |
|
|
|
( |
) |
|
( |
) |
( |
) |
|||||||||||||||||||||||||
|
Issuance of Preferred A shares in subsidiary |
- |
|
|
|||||||||||||||||||||||||||||||||
|
Net loss |
- |
|
|
|
|
( |
) |
( |
) |
( |
) | |||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2022 |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 10
RADWARE LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended December 31, |
|
|||||||||||
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
|
|
|
|||||||||||
|
Cash flows from operating activities: |
|
|||||||||||
|
|
|
|||||||||||
|
Net income (loss) |
$ |
( |
) |
$ |
|
$ |
|
|||||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|||||||||||
|
Depreciation and amortization |
|
|
|
|
||||||||
|
Share-based compensation |
|
|
|
|
||||||||
|
Gain on sale of marketable securities |
( |
) |
( |
) |
( |
) |
||||||
|
Amortization of premiums, accretion of discounts and accrued interest on marketable securities, net |
|
|
|
|
||||||||
|
Changes in accrued interest on bank deposits |
( |
) |
|
|
( |
) |
||||||
|
Increase in accrued severance pay, net |
|
|
|
|
||||||||
|
Decrease (increase) in trade receivables, net |
( |
) |
|
|
|
|||||||
|
Changes in deferred income taxes, net |
( |
) |
( |
) |
|
|
||||||
|
Increase in other assets and prepaid expenses |
( |
) |
( |
) |
( |
) |
||||||
|
Decrease in inventories |
|
|
|
|
||||||||
|
Increase (decrease) in trade payables |
|
|
|
( |
) |
|||||||
|
Increase in deferred revenues |
|
|
|
|
||||||||
|
Increase (decrease) in other payables and accrued expenses |
( |
) |
|
|
||||||||
|
Operating lease right-of-use assets |
|
|
|
|
||||||||
|
Operating lease liabilities |
( |
) |
( |
) |
( |
) |
||||||
|
|
|
|||||||||||
|
Net cash provided by operating activities |
|
|
|
|
||||||||
|
|
|
|||||||||||
|
Cash flows from investing activities: |
|
|||||||||||
|
|
|
|||||||||||
|
Purchase of property and equipment |
( |
) |
( |
) |
( |
) |
||||||
|
Proceeds from (investing in) other long-term assets |
|
|
|
|
( |
) |
||||||
|
Proceeds from (investing in) bank deposits |
( |
) |
|
|
( |
) |
||||||
|
Purchase of marketable securities |
( |
) |
( |
) |
( |
) |
||||||
|
Proceeds from maturity of marketable securities |
|
|
|
|
||||||||
|
Proceeds from sale of marketable securities |
|
|
|
|
||||||||
|
Payment for the business acquisition of SecurityDAM Ltd. |
( |
) |
|
|
|
|||||||
|
|
|
|||||||||||
|
Net cash provided by (used in) investing activities |
( |
) |
|
|
( |
) |
||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 11
RADWARE LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended December 31, |
|
|||||||||||
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
|
|
|
|||||||||||
|
Cash flows from financing activities: |
|
|||||||||||
|
|
|
|||||||||||
|
Proceeds from exercise of share options |
|
|
|
|
||||||||
|
Payment of deferred consideration related to acquisition |
|
|
|
( |
) |
|||||||
|
Proceeds from issuance of Preferred A shares in subsidiary |
||||||||||||
|
Repurchase of ordinary shares |
( |
) |
( |
) |
( |
) |
||||||
|
|
|
|||||||||||
|
Net cash used in 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 |
$ |
|
|
$ |
|
$ |
|
|||||
|
|
|
|||||||||||
|
Supplemental disclosure of cash flow information: |
|
|||||||||||
|
|
|
|||||||||||
|
Cash paid during the year for taxes on income |
$ |
|
|
$ |
|
$ |
|
|||||
|
|
|
|||||||||||
|
Non-cash investing activities: |
|
|||||||||||
|
|
|
|||||||||||
|
Right-of-use assets recognized with corresponding lease liabilities |
$ |
|
|
$ |
|
$ |
|
|||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 12
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
|
NOTE 1:- |
GENERAL |
| a. | Radware Ltd. (the "Company"), an Israeli company commenced operations in April 1997. The Company and its subsidiaries (the "Group") are engaged in the development, manufacture and sale of cyber security and application delivery solutions for cloud, on-premise, and Software Defined Data Centers (“SDDC”). The Group’s solutions secure the digital experience by providing infrastructure, application, and corporate IT protection and availability services to enterprises globally. The Group’s solutions are deployed by, among others, enterprises, carriers and cloud service providers worldwide. |
| b. |
On February 17, 2022, the Company acquired all of the technology and other intangible assets from SecurityDAM Ltd., which was a related party and the sole single-managed security service provider of the Company for a total consideration of (1) $ |
|
| During 2021 and 2020, the Group depended on SecurityDAM Ltd. as a sole single-managed security service provider, which was a related party, to provide services as part of its protection services. |
| c. | On January 18, 2022, the Company established SkyHawk (CNP) Security Ltd. ("Skyhawk") and transferred to Skyhawk all of the intangible assets related to the Cloud Native Protector business. On April 29, 2022, Skyhawk entered into Series A Preferred Share Agreement (the "Agreement"). According to the Agreement, Skyhawk issued |
|
| d. |
The Company has established wholly-owned subsidiaries in various countries worldwide. The Company's subsidiaries are engaged primarily in sales, marketing and support activities of its core products. |
|
| e. |
The Group primarily relies on two original design manufacturers to supply certain hardware platforms and components for the production of its products. If one of these suppliers fails to deliver or delays the delivery of the necessary components, the Group will be required to seek alternative sources of supply. A change in suppliers could result in manufacturing delays, which could cause a possible loss of sales and, consequently, could adversely affect the Company's operation and financial performance. |
F - 13
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
|
NOTE 1:- |
GENERAL (Cont.) |
|
|
f. |
Following Russia’s invasion of Ukraine during February 2022, the United States and other countries imposed economic sanctions and severe export control restrictions against Russia and Belarus, and the United States and other countries could impose wider sanctions and export restrictions and take other actions should the conflict further escalate. Any exports or sales into Russia and Belarus may be impacted by these restrictions. Monitoring and ensuring compliance with these complex laws is challenging. The Group undertakes precautions to ensure that the Group or the Group’s customers comply with all relevant sanctions-related regulations, and any failure by the Group or the Group’s customers to comply with such laws and regulations could have negative consequences for the Group, including reputational harm, government investigations and penalties. |
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES
|
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("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 as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
| b. |
Financial statements in United States dollars:
|
A majority of the Group's revenues are denominated in United States dollars ("dollar" or "U.S. dollars"). In addition, a substantial portion of the Company's and certain of its subsidiaries' costs are denominated in dollar. The Company's management believes that the dollar is the primary currency of the economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification ("ASC") No. 830 "Foreign Currency Matters". All transaction gains and losses from the re-measured monetary balance sheet items are reflected in the consolidated statements of income (loss) as financial income or expenses, as appropriate.
F - 14
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| c. |
Principles of consolidation:
|
The consolidated financial statements include accounts of the Company's wholly-owned subsidiaries as well as Skyhawk in which the Company controls the majority voting rights. All intercompany transactions and balances have been eliminated upon consolidation.
Non-controlling interests of subsidiaries represents the amount of funds received in exchange for the non-controlling interests in Skyhawk and share-based compensation expenses for equity awards of certain subsidiaries granted to employees of those subsidiaries. The non-controlling interests are presented in equity separately from the equity attributable to the equity holders of the Company. For additional details, see also Note 2y.
| d. |
Cash equivalents:
|
Cash equivalents are short-term highly-liquid investments that are readily convertible to cash with original maturities of three months or less, at acquisition.
| e. |
Bank deposits:
|
Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank deposits are stated at cost, which approximate market values.
Bank deposits with maturities of more than one year are included in long-term bank deposits. Long-term bank deposits are stated at cost, which approximates market values.
| f. |
Investment in marketable securities:
|
The Company accounts for investments in marketable securities in accordance with ASC No. 320, "Investments - Debt Securities". Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each balance sheet date.
The Company classifies its marketable securities as either short-term or long-term based on each instrument's underlying contractual maturity date and the entity's expectations of sales and redemptions in the following year.
F - 15
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The Company classified all of its securities as available-for-sale marketable securities. Debt securities are carried at fair value, with the 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 financial income, net 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 on securities are included in financial income, net in the Company’s consolidated statements of income (loss).
Commencing January 1, 2020, the Company adopted Accounting Standard Update (“ASU”) 2016-13, Topic 326 which modified the other than temporary impairment model for available-for-sale debt securities. Available-for-sale securities are periodically evaluated for unrealized losses. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in value that are driven by a change in the creditor's ability to meet its payment obligations and records an allowance and recognizes a corresponding loss in financial income, net when the impairment is incurred.
Unrealized non-credit related losses and unrealized gains, net of tax, are reported as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheets until realized. Credit loss impairments for the years ended December 31, 2022, 2021 and 2020 were immaterial.
| g. |
Inventories:
|
Inventories are stated at the lower of cost or net realizable value. Inventory write-off is provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories and discontinued products. Inventory write-offs totaled $397 , $2,028 and $616 in 2022, 2021 and 2020, respectively, and have been included in cost of revenues of products in the Company’s consolidated statements of income (loss).
Cost is determined as follows:
Raw materials and components - using the "first-in, first-out" method.
F - 16
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Work-in-progress and finished products - raw materials as above with the addition of subcontracting costs, calculated on the basis of direct subcontractors costs and with direct overhead costs.
The Company assesses the carrying value of its inventory for each reporting period to ensure inventory is reported at the lower of cost or net realizable value in accordance with ASC No. 330-10-35, “Inventory”. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow-moving inventory items. These assessments consider various factors, including historical usage rate, technological obsolescence, estimated current and future market values and new product introduction. In cases when there is evidence that the anticipated utility of goods, in their disposal in the ordinary course of business, will be less than the historical cost of the inventory, the Company recognizes the difference as a current period charge to earnings and carries the inventory at the reduced cost basis until it is sold or disposed of.
| h. |
Property and equipment, net:
|
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:
|
%
|
|
|
Computers, peripheral equipment and software
|
|
|
Office furniture and equipment
|
|
|
Leasehold improvements
|
Over the shorter of the term of
the lease or the useful life of the asset
|
| i. |
Impairment of long-lived assets and intangible assets subject to amortization:
|
Property and equipment, right-of-use asset for leases and intangible assets subject to depreciation and 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 (asset group) may not be recoverable. Recoverability of assets (asset group) to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to the future undiscounted cash flows expected to be generated by the assets (asset group). If such assets (asset group) are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets (asset group) exceeds the fair value of the assets (asset group).
F - 17
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
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, which range from 6 to 9 years. All intangible assets are amortized over their estimated useful lives on a straight-line basis. During 2022, 2021 and 2020, no impairment losses were recorded.
| j. |
Goodwill:
|
Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC No. 350 "Intangibles – Goodwill and Other" ("ASC 350"), goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 requires goodwill to be tested for impairment at least annually or between annual tests in certain circumstances and written down when impaired. Goodwill is tested for impairment by comparing the fair value of each reporting unit with its carrying value.
ASC 350 allows a company 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 a 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.
The Company operates in one operating segment, and this segment is comprised of two reporting units. The Company conducts its annual test of impairment for goodwill on December 31st of each year, or more frequently if impairment indicators are present. No impairment loss was recorded during 2022, 2021 and 2020.
F - 18
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| k. |
Leases:
|
The Company accounts for its leases according to ASC 842 - Leases (“ASC 842”). 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 a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the 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.
ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. 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 based on the discounted present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. The implicit rate within the operating leases is generally not determinable, therefore the Company uses the 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.
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 the lease is considered unless it is reasonably certain that the Company will not exercise the option.
| l. |
Contingencies
|
The Company is currently involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss (see Note 11).
F - 19
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| m. |
Revenue recognition:
|
The Group's revenues are derived from sales of its products, services and subscriptions:
| • |
Revenues from physical products and software-based products are recognized when control of the promised goods is transferred to the customer, either upon shipment or when the product is delivered, depending on the commercial terms of each transaction. Revenues from cloud subscriptions, included as product revenues, are recognized ratably, on a straight-line basis, over the subscription period.
|
| • |
Revenues from post-contract customer support ("PCS"), which represent mainly, help-desk support and unit repairs or replacements, professional services, and emergency response team (“ERT”) services are recognized ratably, on a straight-line basis, over the term of the related contract, which is typically between
|
The Company's solutions are sold primarily through distributors and resellers, all of which are considered end-users.
The Company recognizes revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers”. 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.
The Company’s arrangements typically contain various combinations of its products, subscriptions and PCS, which are distinct and are accounted for as separate performance obligations. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price (“SSP”). If the SSP is not observable, the Company estimates the SSP taking into account available information such as geographic specific factors, customer grouping and internally approved historical pricing guidelines related to the performance obligation. For PCS, the Company determines the standalone selling price based on observable renewals prices. For subscriptions, the Company determines the standalone selling price based on standalone subscription transactions.
For products, the SSP is not observable, and therefore, the Company estimates the product SSP taking into account available information such as geographic specific factors, customer grouping and internally approved historical pricing guidelines.
F - 20
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Deferred revenues represent mainly the unrecognized revenue collected for subscriptions and for PCS. Such revenues are recognized ratably over the term of the related agreement. Out of the gross deferred revenues balance at the beginning of the year ended December 31, 2022, approximately 64 % was recognized as revenues during that year. Out of the gross deferred revenues balance at the beginning of the year ended December 31, 2022, an amount of $133,708 was recognized as revenues during that year.
As of December 31, 2022, the aggregate amount of remaining performance obligations from contracts with customers was $304,132 . The Company expects to recognize approximately 60 % of its remaining performance obligations as revenue over the next twelve months, with the remaining recognized up to five years .
Remaining performance obligations represent the amount of the transaction price under contracts with customers that are attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. This consists of future committed revenue for monthly, quarterly or annual periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced in prior periods for which the related performance obligations have not been satisfied.
The following table provides information about disaggregated revenues by major product line:
|
Year ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Products
|
$
|
|
$
|
|
||||
|
Services
|
|
|
||||||
|
Subscriptions
|
|
|
||||||
|
$
|
|
$
|
|
|||||
For information regarding disaggregated revenues by geographical market, please see Note 15.
The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the remaining performance obligations at the end of reporting period. In general, the Company expects to recognize the long-term portion of deferred revenue mainly over the remaining service period of up to five years.
The Company records a provision for estimated sale returns, credits and stock rotation granted to customers on products in the same period the related revenues are recorded. These estimates are based on historical sales returns and other known factors. Such provisions amounted to $1,034 and $2,494 as of December 31, 2022 and 2021, respectively. The provision for estimated sale returns and credits as of December 31, 2022 and 2021, is included in other payables and accrued expenses in the consolidated balance sheets.
F - 21
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
In instances of contracts where revenue recognition differs from the timing of invoicing, the Company generally determined that those contracts do not include a significant financing component. The primary purpose of the invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company's products and services, not to receive or provide financing. 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.
Costs to obtain contracts:
Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Commission costs related to long-term service contracts and performance obligations satisfied over time are deferred and recognized on a systematic basis that is consistent with the transfer of the products or services to which the asset relates. Sales commissions paid for new contracts, which are not commensurate with sales commissions paid for renewal contracts, are capitalized and amortized over an expected period of benefit and are included in sales and marketing expenses in the accompanying consolidated statements of income (loss). The Company applies judgment in estimating the amortization period, by taking into consideration its product life term, history of renewals, expected length of customer relationship, as well as the useful life of the underlying technology and products. As of December 31, 2022, the Company has determined the expected period of benefit to be approximately 3.35 years. Deferred commission costs capitalized are periodically reviewed for impairment.
As of December 31, 2022 and 2021, the amount of deferred commission was $25,517 and $23,940 , respectively and is included in other long-term assets on the consolidated balance sheets.
During the year ended December 31, 2022 and 2021, the Company recorded amortization expenses in connection with deferred commissions in the amount of $13,075 and $10,091 , respectively.
|
n.
|
Shipping and handling fees and costs:
|
Shipping and handling fees charged to the Company's customers are recognized as product revenue in the period shipped and the related costs for providing these services are recorded as a product cost of revenues in the consolidated statements of income (loss).
|
o.
|
Cost of revenues:
|
Cost of products is comprised of cost of software and hardware production, hosting, manuals, packaging, license fees paid to third parties, subcontractor fees, inventory write-offs and amortization of acquired technology.
Cost of services is comprised of cost of post-sale customer support and hosting services.
F - 22
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
p.
|
Warranty costs:
|
The Company generally provides a one-year warranty for all of its products. A provision is recorded for estimated warranty costs at the time revenues are recognized based on the Company's historical experience. Warranty expenses for the years ended December 31, 2022, 2021 and 2020 were immaterial.
| q. |
Research and development expenses, net:
|
Research and development costs are charged to the consolidated statements of income (loss) as incurred. ASC No. 985-20, "Software - Costs of Software to Be Sold, Leased, or Marketed", 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 completion of a working model. Costs incurred by the Company between completion of the working models and the point at which the products are ready for general release, have been insignificant. Therefore, all research and development costs are expensed as incurred.
| r. |
Government grants:
|
The Company received non-royalty-bearing grants from the Israel Innovation Authority ("IIA") for approved research and development projects. These grants are recognized at the time the Company is entitled to such grants on the basis of the costs incurred as provided by the relevant agreement and included as a deduction from research and development expenses, net.
Research and development grants deducted from research and development expenses, net amounted to $1,354 , $962 and $924 for the years ended December 31, 2022, 2021 and 2020, respectively.
In addition, during 2021, an Israeli subsidiary of the Company received royalty-bearing grants from the IIA for approved research and development projects. These grants are recognized at the time the Israeli subsidiary is entitled to such grants on the basis of the costs incurred as provided by the relevant agreement and included as a deduction from research and development expenses, net.
F - 23
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| s. |
Accounting for share-based compensation:
|
The Company accounts for share-based compensation in accordance with ASC No. 718, "Compensation-Stock Compensation" ("ASC 718"). ASC 718 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 statements of income (loss).
Some of our subsidiaries have share option plans pursuant to which qualified directors and employees may be granted options for the purchase of securities of the subsidiaries. Share-based compensation expenses recorded on the subsidiaries' level are presented in non-controlling interests. The Company selected the Black-Scholes-Merton option pricing model to account for the fair value of its share option awards with only service conditions.
The Company recognizes compensation expenses for the value of its awards based on the accelerated attribution method over the requisite service period of each of the awards, net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures.
The Company selected the Black-Scholes-Merton option pricing model to account for the fair value of its share option awards with only service conditions and whereas the fair value of the restricted share units awards ("RSUs") is based on the market value of the underlying shares at the date of grant.
During 2020, the Board of Directors of the Company approved a market-condition based RSUs equity grant to the Chief Executive Officer of the Company. The vesting of the market-condition based RSUs granted during 2020 is dependent upon the Company's share performance over the requisite service period.
On July 28, 2022, the Board of Directors of the Company approved an equity grant to the Chief Executive Officer of the Company, which is comprised of RSUs, market-condition based RSUs and market-condition based share options. The equity grant includes grants for the years 2022, 2023 and 2024 and are fixed monetary amounts ($7,725 , $5,000 and $5,000 , respectively). The number of the equity instruments for the 2023 and 2024 grants will be determined based on the Company's share price at January 1, 2023 and January 1, 2024, respectively.
Market-condition based RSUs' vesting is dependent upon the fulfillment of certain market conditions and will vest, or partially vest, depending on the Company's share performance compared to other companies that are listed on the NASDAQ CTA Cybersecurity Index over the requisite service period, which is up to three years.
Market-based condition share options' vesting is dependent upon the fulfillment of certain market conditions will vest depending on the Company's share performance over the requisite service period, which is up to three years.
For the 2023 and 2024 grants, the Company recorded a liability in the amount of $
The fair value of the market-condition based awards was determined using a Monte Carlo simulation methodology.
F - 24
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The fair value of each market-condition based RSUs and market-condition based share-options awards is estimated on the date of grant using the Monte Carlo model that uses the assumptions noted in the following table:
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Risk free interest rate
|
|
|
|
|
|
|||||||
|
Dividend yields
|
|
|
|
|
|
|||||||
|
Expected volatility
|
|
|
|
|
||||||||
|
Weighted average expected term from grant date (in years)
|
|
-
|
|
|||||||||
The option-pricing models require a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical share price movements over an historical period equivalent to the option's expected term.
The expected option term represents the period of time that options are expected to be outstanding based on historical experience. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends.
The fair value of the Company's share options granted to employees and directors for the years ended December 31, 2022, 2021 and 2020 was estimated using the following weighted average assumptions:
Employees' share option plan:
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Risk free interest rate
|
|
|
|
|
|
|
||||||
|
Dividend yields
|
|
|
|
|
|
|
||||||
|
Expected volatility
|
|
|
|
|
|
|
||||||
|
Weighted average expected term from grant date (in years)
|
|
|
|
|||||||||
| t. |
Income taxes:
|
The Company accounts for income taxes in accordance with ASC No. 740, "Income Taxes" ("ASC 740"). This statement prescribes the use of the liability method whereby deferred tax assets 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 a portion or all of the deferred tax assets will not be realized.
F - 25
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
ASC 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 only addressed if the first step has been satisfied (i.e. the position is more likely than not to be sustained) otherwise a full liability in respect of a tax position not meeting the more likely than not criteria is recognized.
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 accrues interest and penalty, if any related to unrecognized tax benefits in its taxes on income in the consolidated statements of income (loss).
| u. |
Concentrations of credit risks:
|
Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, marketable securities and trade receivables, net.
The majority of the Group's cash, cash equivalents and bank deposits are invested in major banks in Israel and the U.S. The Israeli bank deposits are not insured, while the deposits made in the United States are in excess of insured limits and are not otherwise insured. Generally, these cash equivalents may be redeemed upon demand and, therefore management believes that it bears a lower risk. The short-term and long-term bank deposits are held in financial institutions which management believes are institutions with high credit standing, and accordingly, minimal credit risk from geographic or credit concentration exists with respect to these bank deposits. As of December 31, 2022, 27 %, 40 %, and 34 % of the Company’s short- and long-term bank deposits were deposited in major Israeli banks in Israel which are rated A, AAA and BBB+, respectively, as determined by the Israeli affiliate of Standard & Poor's ("S&P").
As of December 31, 2022, the maximal contractual duration of any of the Company's bank deposits was 2 years, the weighted average duration of the Company's deposits was 1.36 years, and the weighted average time to maturity was 0.62 years.
The Company's marketable securities included investment in foreign banks, government debentures and corporate debentures. The financial institutions that hold the Company's marketable securities are major U.S. financial institutions, located in the United States. The Company's management believes that the Company's marketable securities portfolio is a diverse portfolio of highly-rated securities and the Company's investment policy limits the amount the Company may invest in each issuer, and accordingly, management believes that minimal credit risk exists from geographic or credit concentration with respect to these securities.
F - 26
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
From a geographic perspective, 64 % of the Company’s debt marketable securities portfolio was invested in debt securities of U.S. issuers, 6% was invested in debt securities of European issuers and 30 % was invested in debt securities of other geographic-located issuers. As of December 31, 2022, 95 % of the Company's debt marketable securities portfolio was rated A- or higher, as determined by S&P, and 5 % was rated BBB or BBB+.
The trade receivables of the Group are mainly derived from sales to customers located primarily in the United States, Europe, the Middle East, Africa and Asia Pacific. The Company makes estimates of expected credit losses for the credit losses 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 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). In certain circumstances, the Company may require from its customers letters of credit, other collateral or additional guarantees.
For the years ended December 2022, 2021 and 2020, bad debt expenses were nil
| v. |
Derivative and hedging activities:
|
The Company's risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates.
ASC 815, "Derivatives and Hedging" ("ASC 815"), requires the Company to recognize all of its derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.
Gains and losses on derivatives instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that are attributable to a particular risk), are recorded in accumulated other comprehensive income (loss) and reclassified into consolidated statements of income (loss) in the same accounting period in which the designated forecasted transaction or hedged item affects earnings.
F - 27
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
During 2022 and 2020, the Company entered into forward contracts to hedge a portion of anticipated New Israeli Shekel ("NIS") payroll and benefit payment. These derivative instruments are designated as cash flow hedges, as defined by ASC 815 and accordingly are measured in fair value. These transactions are effective and, as a result, gain or loss on the derivative instruments are reported as a component of accumulated other comprehensive income (loss) and reclassified as payroll expenses at the time that the hedged income or expense is recorded.
As of December 31, 2022, we had outstanding currency forwards contracts in the total amount of approximately $62,200 to hedge portions of our forecasted expenses denominated in NIS. These forwards contracts expire on various dates until September 30, 2023.
As of December 31, 2022, the Company recorded a liability in other payables and accrued expenses on its consolidated balance sheet in the amount of $632 . The Company did not hold any outstanding forward contracts as of December 31, 2021.
For the year ended December 2022, 2021 and 2020, the Company recorded expenses of $318 , nil and $79 , respectively, in cost of revenues and $2,477 , nil and $1,043 , in operating expenses, respectively, related to its hedging forward contracts.
The Company currently hedges its exposure to the variability in future cash flows for a maximum period of one year. As of December 31, 2022, the Company expects to reclassify all of its unrealized losses from accumulated other comprehensive loss to earnings during the next twelve months.
| w. |
Employee related benefits:
|
Severance pay:
Effective April 1, 2007, the Company's agreements with employees in Israel, are under Section 14 of the Israeli Severance Pay Law, 1963. The Company’s contributions for severance pay have extinguished its severance obligation. Upon contribution of the full amount based on the employee’s monthly salary for each year of service, no additional obligation exists regarding the matter of severance pay and no additional payments is made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheets, as the Company is legally released from the obligation to pay severance amounts to employees once the required deposit amounts have been fully paid.
For the Company's employees in Israel who are not subject to Section 14, the Company calculated the liability for severance pay pursuant to the Severance Pay Law based on the most recent salary of these employees multiplied by the number of years of employment as of the balance sheet date. The Company's liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and accruals. The value of these deposits recorded as an asset on the Company's balance sheet under other assets.
F - 28
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The amount of accrued severance payable recorded as a liability on the Company's balance sheet under other long-term liabilities as of December 31, 2022 and 2021 is $4,663 and $4,752 , respectively.
Severance pay expenses for the years ended December 31, 2022, 2021 and 2020 amounted to approximately $5,369 , $5,445 and $4,800 , respectively. Accrued severance pay is included in other long-term liabilities in the consolidated balance sheets.
| x. |
Fair value of financial instruments:
|
The Company measures its cash equivalents, bank deposits, contingent consideration, derivative instruments and marketable securities at fair value. Fair value is an exit price, representing the amount that would be received 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.
A three-tier fair value hierarchy is established as a basis for considering such assumptions and for 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. |
| Level 3 | - | Unobservable inputs that are supported by little or no market activity. |
The carrying amounts of cash equivalents, trade receivables, trade payables, short-term bank deposits, other current assets and prepaid expenses and other payables and accrued expenses, approximate at fair value because of their generally short maturities.
y. Non-controlling interests:
Non-controlling interests of subsidiaries represents the amount of funds received in exchange for the minority rights in Skyhawk and share-based compensation expenses for equity awards of certain subsidiaries granted to employees of those subsidiaries. The non-controlling interests are presented in equity separately from the equity attributable to the equity holders of the Company.
On January 18, 2022, the Company established Skyhawk (CNP) Security Ltd. and transferred to Skyhawk all of the intangible assets related to the Cloud Native Protector. On April 29, 2022, Skyhawk entered into Series A Preferred Share Agreement (the "Agreement"). According to the Agreement, Skyhawk issued 31,210,708 Preferred A Shares NIS 0.001 par value each for a total consideration of $35,000 representing a price per share of $1.12 .
F - 29
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Preferred Shares of Skyhawk are convertible into ordinary shares and confer upon the holders the right to receive notice to participate and vote in general meetings of Skyhawk and the right to receive dividends, if declared, in accordance with Articles of Association ("Skyhawk AoA") of Skyhawk.
The Preferred Shares shall confer upon the holders' liquidation and distribution preference and anti-dilution protection in accordance with the AOA certain other rights as set forth in the investors' rights agreement, moreover, Preferred Shares shall be entitled to receive the original issue price of the respective Preferred Share. The Company has evaluated the terms of the preferred shares and classifies the non-controlling interest represented by such preferred shares as shareholders’ equity in the accompanying consolidated balance sheets. Also, since the preferred shares do not represent a residual equity interest, net losses of the Company are not allocated to the preferred shares.
The Non-controlling interests presented in the Company's consolidated balance sheets as of December 31, 2022, comprise of $35,000 funds received in exchange for the non-controlling interests in Skyhawk and $1,284 share-based compensation expenses for equity awards of certain subsidiaries granted to employees of those subsidiaries.
z. Comprehensive income (loss):
The Company accounts for comprehensive income (loss) in accordance with ASC No. 220, "Comprehensive Income." This statement establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of general purpose financial statements. Comprehensive income (loss) generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders.
|
aa. |
Treasury shares: |
The Company repurchases its ordinary shares from time to time on the open market and holds such shares as treasury shares. The Company presents the cost to repurchase treasury shares as a reduction of shareholders' equity. The voting rights attached to treasury shares are revoked.
| ab. |
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 period. Diluted net income (loss) per share is computed based on the weighted average number of ordinary shares outstanding during each period, plus potential dilutive ordinary shares considered outstanding during the period, if any, in accordance with ASC No. 260, "Earnings Per Share".
F - 30
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The total number of ordinary shares related to outstanding share options excluded from the calculation of diluted income (loss) per share as they would have been anti-dilutive was 4,341,401 , 35,208 and 916,440 for the years ended December 31, 2022, 2021 and 2020, respectively.
| ac. |
Business combinations:
|
The Company accounted for business combination in accordance with ASC No. 805, "Business Combinations" ("ASC 805"). Under ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business (“2017-01”), the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the single asset or group of assets, as applicable, is not a business.
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 purchase price 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 in acquired income tax position are to be recognized in earnings.
When the Company acquires a business, the purchase price is allocated to the tangible and identifiable intangible assets, net of liabilities assumed. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. The Company uses the Discounted Cash Flow Method to assign fair values to acquired identifiable intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, forecasted future revenue, forecasted operating results, discount rates and the appropriate weighted-average cost of capital. These estimates are inherently uncertain and unpredictable.
These models are based on reasonable estimates and assumptions given available facts and circumstances, including industry estimates and averages, as of the acquisition dates and are consistent with the plans and estimates of management.
During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of income (loss).
F - 31
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
|
NOTE 3:-
|
ACQUISITIONS
|
On February 17, 2022, the Company acquired all of the technology and other intangible assets from SecurityDAM Ltd. ("SecurityDAM"), which was a related party and was the sole single-managed security service provider of the Company for a total consideration of (1) $30,000 in cash payable and (2) additional contingent consideration of up to $12,500 based on the revenues of the Company’s cloud DDoS protection service post acquisition. The contingent consideration was measured at fair value at the Closing Date and recorded as a liability in other long-term liabilities on the consolidated balance sheets in the amount of $9,525 .
The acquisition was accounted for as a business combination and the purchase consideration was allocated to assets acquired and liabilities assumed based on their estimated fair values, as presented in the following table:
|
Consideration:
|
||||
|
Cash consideration paid on closing date
|
$
|
|
||
|
Contingent consideration fair value
|
|
|||
|
Total purchase price
|
$
|
|
||
|
Identifiable assets acquired:
|
||||
|
Technology
|
$
|
|
||
|
Goodwill
|
|
|||
|
$
|
|
|||
The estimated useful life of the technology is approximately 6 years.
Goodwill generated from this business combination is primarily attributable to synergies between the Company's and SecurityDAM's respective products and services. The goodwill is deductible for income tax purposes.
F - 32
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 4:-MARKETABLE SECURITIES
Debt securities with contractual maturities of less than one year are as follows:
|
December 31, |
|
|||||||||||||||||||||||||||||||
|
2022 |
2021 |
|
||||||||||||||||||||||||||||||
|
Amortized |
Gross unrealized |
Gross unrealized |
Market |
Amortized |
Gross unrealized |
Gross unrealized |
Market |
|
||||||||||||||||||||||||
|
cost |
losses |
gains |
value |
cost |
losses |
gains |
value |
|
||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||
|
Foreign banks and government debentures |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|
||||||||||||||
|
Corporate debentures |
|
( |
) |
|
|
|
( |
) |
|
|
|
|||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||
|
Total marketable securities |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
|||||||||||||
Debt securities with contractual maturities from one to three years are as follows:
|
December 31, |
|
|||||||||||||||||||||||||||||||
|
2022 |
2021 |
|
||||||||||||||||||||||||||||||
|
Amortized |
Gross unrealized |
Gross unrealized |
Market |
Amortized |
Gross unrealized |
Gross unrealized |
Market |
|
||||||||||||||||||||||||
|
cost |
losses |
gains |
value |
cost |
losses |
gains |
value |
|
||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||
|
Foreign banks and government debentures |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
|||||||||||||
|
Corporate debentures |
|
( |
) |
|
|
|
( |
) |
|
|
|
|||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||
|
Total marketable securities |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
|||||||||||||
Debt securities with contractual maturities of more than three years are as follows:
|
December 31, |
|
|||||||||||||||||||||||||||||||
|
2022 |
2021 |
|
||||||||||||||||||||||||||||||
|
Amortized |
Gross unrealized |
Gross unrealized |
Market |
Amortized |
Gross unrealized |
Gross unrealized |
Market |
|
||||||||||||||||||||||||
|
cost |
losses |
gains |
value |
cost |
losses |
gains |
value |
|
||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||
|
Foreign banks and government debentures |
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
|||||||||||||
|
Corporate debentures |
|
( |
) |
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||
|
Total marketable securities |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
|||||||||||||
F - 33
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 4:-MARKETABLE SECURITIES (Cont.)
Debt securities with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values as of December 31, 2022 are as follows:
|
December 31, 2022 |
||||||||||||||||||||||||
|
Investments with continuous unrealized losses for less than 12 months |
Investments with continuous unrealized losses for 12 months or greater |
Total investments with continuous unrealized losses |
||||||||||||||||||||||
|
Fair |
Unrealized |
Fair |
Unrealized |
Fair |
Unrealized |
|||||||||||||||||||
|
Value |
losses |
value |
losses |
value |
losses |
|||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Foreign banks and government debentures |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||||||
|
Corporate debentures |
|
( |
) |
|
( |
) |
|
( |
) |
|||||||||||||||
|
|
||||||||||||||||||||||||
|
Total available-for-sale marketable securities |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||||||
Debt securities with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values as of December 31, 2021 are as follows:
|
December 31, 2021 |
||||||||||||||||||||||||
|
Investments with continuous unrealized losses for less than 12 months |
Investments with continuous unrealized losses for 12 months or greater |
Total investments with continuous unrealized losses |
||||||||||||||||||||||
|
Fair |
Unrealized |
Fair |
Unrealized |
Fair |
Unrealized |
|||||||||||||||||||
|
Value |
losses |
value |
losses |
value |
losses |
|||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Foreign banks and government debentures |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||||||
|
Corporate debentures |
|
( |
) |
|
( |
) |
|
( |
) |
|||||||||||||||
|
|
||||||||||||||||||||||||
|
Total available-for-sale marketable securities |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||||||
As of December 31, 2022, and 2021, interest receivable amounted to $
F - 34
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 5:- |
FAIR VALUE MEASUREMENTS
|
In accordance with ASC No. 820, "Fair Value Measurements and Disclosures", the Company measures its cash equivalents, marketable securities, derivative instruments and contingent consideration at fair value on recurring basis. Cash equivalents and marketable securities are classified within Level 1 or Level 2 since these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The liability with respect to contingent consideration regarding SecurityDAM Ltd. acquisition is classified within Level 3, as this liability is valued using valuation techniques. Some of the inputs to these models are unobservable in the market.
The Company's financial assets and liabilities measured at fair value on a recurring basis, including interest receivable components consisted of the following types of instruments as of December 31, 2022, and 2021:
|
December 31, 2022
|
||||||||||||||||
|
Fair value measurements using input type
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Assets
|
||||||||||||||||
|
Cash equivalents:
|
||||||||||||||||
|
Money market funds
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Available-for-sale:
|
||||||||||||||||
|
Foreign banks and government debentures
|
|
|
|
|
||||||||||||
|
Corporate debentures
|
|
|
|
|
||||||||||||
|
Total financial assets
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Liabilities
|
||||||||||||||||
|
Derivative instruments
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Contingent consideration
|
|
|
|
|
||||||||||||
|
Total financial liabilities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
December 31, 2021
|
||||||||||||||||
|
Fair value measurements using input type
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Assets
|
||||||||||||||||
|
Cash equivalents:
|
||||||||||||||||
|
Money market funds
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Marketable securities:
|
||||||||||||||||
|
Foreign banks and government debentures
|
|
|
|
|
||||||||||||
|
Corporate debentures
|
|
|
|
|
||||||||||||
|
Total financial assets
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
F - 35
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 5:- |
FAIR VALUE MEASUREMENTS (Cont.)
|
The table below presents the changes in Level 3 contingent consideration obligation measured on a recurring basis and related to business combination of SecurityDAM Ltd. in February 2022:
|
December 31,
2022 |
||||
|
Fair value at the beginning of the year
|
$
|
|
||
|
Acquisition date fair value of contingent consideration related to investment in SecurityDAM Ltd. (see Note 3)
|
|
|||
|
Changes in the fair value of contingent consideration in SecurityDAM Ltd.
|
|
|||
|
Reclassification of payable related to contingent consideration to other payables and accrued expenses (see Note 10)
|
(
|
)
|
||
|
Fair value at the end of the year
|
$
|
|
||
The fair value of the contingent consideration related to the investment in SecurityDAM Ltd. was $8,281 as of December 31, 2022. The Company estimated the fair value of the contingent consideration using a predetermined percentage (as detailed in the agreement) out of expected revenues with a discount rate of between 9.32 -10.4 %.
Changes in the contingent consideration are recorded in the consolidated statements of income (loss) in operating expenses under general and administrative expenses.
NOTE 6:- INVENTORIES
Inventories are comprised of the following:
|
|
|
December 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
|
|
|
|
|
|
|
||
|
Raw materials and components |
|
$ |
|
|
|
$ |
|
|
|
Work-in-progress |
|
|
|
|
|
|
|
|
|
Finished products |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
$ |
|
|
|
$ |
|
|
|
F - 36
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 7:-PROPERTY AND EQUIPMENT, NET
|
December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
|
||||||||
|
Cost: |
||||||||
|
|
||||||||
|
Computer, peripheral equipment and software |
$ |
|
$ |
|
||||
|
Office furniture and equipment |
|
|
||||||
|
Leasehold improvements |
|
|
||||||
|
|
||||||||
|
|
|
|||||||
|
Accumulated depreciation: |
||||||||
|
|
||||||||
|
Computer, peripheral equipment and software |
|
|
||||||
|
Office furniture and equipment |
|
|
||||||
|
Leasehold improvements |
|
|
||||||
|
|
||||||||
|
|
|
|||||||
|
|
||||||||
|
Property and equipment, net |
$ |
|
$ |
|
||||
Depreciation expenses for the years ended December 31, 2022, 2021 and 2020 were $
NOTE 8:-INTANGIBLE ASSETS, NET
Intangible assets:
|
Weighted |
||||||||||||||||
|
average |
||||||||||||||||
|
amortization |
December 31, |
|||||||||||||||
|
period |
2022 |
2021 |
||||||||||||||
|
(years) |
||||||||||||||||
|
Cost: |
||||||||||||||||
|
Acquired technology |
|
$ |
|
$ |
|
|||||||||||
|
Customers relationships and brand name |
|
|
|
|||||||||||||
|
|
||||||||||||||||
|
|
|
|||||||||||||||
|
Accumulated amortization: |
||||||||||||||||
|
Acquired technology |
|
|
||||||||||||||
|
Customers relationships and brand name |
|
|
||||||||||||||
|
|
||||||||||||||||
|
|
|
|||||||||||||||
|
|
||||||||||||||||
|
Intangible assets, net |
$ |
|
$ |
|
||||||||||||
Amortization expenses for the years ended December 31, 2022, 2021 and 2020 were $
F - 37
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 8:-INTANGIBLE ASSETS, NET (Cont.)
Future estimated amortization expenses for the years ending:
|
December 31, |
||||
|
|
||||
|
2023 |
$ |
|
||
|
2024 |
|
|||
|
2025 |
|
|||
|
2026 |
|
|||
|
2027 and thereafter |
|
|||
|
|
||||
|
Total |
$ |
|
||
NOTE 9:-LEASES
The Company has various operating leases for office space, vehicles and warehouse space that expire on different dates through . Its lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. The Company provided several security deposits mainly to secure various operating lease agreements in connection with its office space.
Aggregate lease payments for the right of use assets over the remaining lease period as of December 31, 2022, are as follows:
|
2023 |
$ |
|
||
|
2024 |
|
|||
|
2025 |
|
|||
|
2026 |
|
|||
|
2027 |
|
|||
|
2028 and thereafter |
|
|||
|
|
||||
|
Total undiscounted lease payments |
$ |
|
||
|
|
||||
|
Less: adjustment to discounted lease payments |
( |
) |
||
|
|
||||
|
Total discounted lease payments |
$ |
|
The weighted-average remaining lease terms and discount rates for all of operating leases were as follows as of December 31, 2022:
|
Weighted-average remaining lease term (years): |
|
|||
|
|
||||
|
Weighted-average discount rate: |
|
% |
F - 38
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 9:- LEASES (Cont.)
The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of December 31, 2021:
|
Weighted average remaining lease term (years):
|
|
|||
|
Weighted average discount rate:
|
|
%
|
Total rent expenses for the years ended December 31, 2022, 2021 and 2020 were $6,856 , $6,193 and $5,955 , respectively (see also Note 17b).
|
NOTE 10:- |
OTHER PAYABLES AND ACCRUED EXPENSES |
|
December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
|
||||||||
|
Accrued expenses and other |
$ |
|
$ |
|
||||
|
Subcontractors accrual |
|
|
||||||
|
Accrued taxes |
||||||||
|
Contingent consideration related to acquisition |
|
|||||||
|
|
||||||||
|
$ |
|
$ |
|
|||||
|
NOTE 11:- |
COMMITMENTS AND CONTINGENT LIABILITIES |
| a. | Litigation: |
From time to time, the Company is party to other various legal proceedings, claims and litigation that arise in the normal course of business. It is the opinion of management that the ultimate outcome of these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows and that the Company has provided an adequate accrual to cover the costs to resolve such legal proceedings, demands and claims.
| b. | Royalties: |
A wholly owned Israeli subsidiary of the Company have been partially financed its research and development efforts through grants received from the Israeli Innovation Authority (the "IIA"). In connection with the IIA grants, the Company is committed to pay royalties to the IIA from its revenue, up to
F - 39
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 12:-
|
SHAREHOLDERS’ EQUITY |
The Company's shares are listed for trade on the NASDAQ Global Select Market under the symbol "RDWR".
|
a.
|
Rights of shares:
|
Ordinary Shares:
The ordinary shares confer upon the holders the right to receive notice to participate and vote in shareholders meetings of the Company and to receive dividend, if declared.
|
b.
|
Treasury shares:
|
In May 2020, the Company’s Board of Directors authorized a new plan for the repurchase of up to an aggregate of $56,800 of the Company’s ordinary shares in the open market, subject to normal trading restrictions, or in privately negotiated transactions.
In February 2021, the Company’s Board of Directors authorized a new plan for the repurchase of up to an aggregate of $80,000 of the Company’s ordinary shares in the open market, subject to normal trading restrictions, or in privately negotiated transactions.
In March 2022, the Company’s Board of Directors authorized a new plan (the “2022 Plan”) for the repurchase of up to an aggregate of $80,000 of the Company’s ordinary shares in the open market, subject to normal trading restrictions, or in privately negotiated transactions.
In August 2022, the Company’s Board of Directors authorized an increase in the repurchase authority under the 2022 Plan by an additional $20,000 , to a total of up to $100,000 . The 2022 Plan will expire on October 31, 2023 .
|
c.
|
Dividends:
|
Dividends, if any, will be paid in NIS. Dividends paid to shareholders outside Israel may be converted to U.S. dollars on the basis of the exchange rate prevailing at the date of the conversion. The Company does not intend to pay cash dividends in the foreseeable future.
|
d.
|
Radware Ltd. Share Option Plans:
|
The Company has two share option plans, the Company's Key Employee Share Incentive Plan (1997) as amended and restated (the "1997 Plan") and the Directors and Consultants Option Plan (the "DC Plan" and together with the 1997 Plan, Share Option Plans"). Under the Share Option Plans, options may be granted to officers, directors, employees and consultants of the Group. The exercise price per share under the Share Option Plans was generally not less than the market price of an ordinary share at the date of grant. The options vest primarily over four years . Each option is exercisable for one ordinary share. Any options, which are forfeited or not exercised before expiration, become available for future grants.
F - 40
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 12:-
|
SHAREHOLDERS’ EQUITY (Cont.)
|
Pursuant to the Share Option Plans, the Company reserved for issuance 34,412,967 ordinary shares.
RSUs:
In addition to granting share options, since 2013, the Company started to routinely grant RSUs under the 1997 Plan. RSUs vest primarily over a four-year period of employment. RSUs that are cancelled or forfeited become available for future grants.
The number of “Reserved and Authorized Shares” under the Equity Plans shall equal the sum of (i) the number of ordinary shares reserved and authorized under the Equity Incentive, and other awards granted under the Equity Incentive Plans as of such date, and (ii) the number of ordinary shares reserved.
As of December 31, 2022, the number of Reserved and Authorized Shares under the Equity Incentive Plans is as detailed below:
|
2022
|
||||
|
Share options exercised and outstanding
|
|
|||
|
RSUs vested and outstanding
|
|
|||
|
Ordinary shares available for issuance under the Equity Incentive Plans
|
|
|||
|
Total reserved and authorized shares as of December 31, 2022
|
|
|||
A summary of employees and directors options activity under the Company's Share Option Plans as of December 31, 2022 is as follows:
|
Number of
options |
Weighted-
average exercise price |
Weighted-
average remaining contractual term (in years) |
Aggregate
intrinsic value |
|||||||||||||
|
Outstanding at January 1, 2022
|
|
$
|
|
|
$
|
|
||||||||||
|
Granted
|
|
|
||||||||||||||
|
Exercised
|
(
|
)
|
|
|||||||||||||
|
Expired
|
(
|
)
|
|
|||||||||||||
|
Forfeited
|
(
|
)
|
|
|||||||||||||
|
Outstanding at December 31, 2022
|
|
$
|
|
|
$
|
|
||||||||||
|
Exercisable at December 31, 2022
|
|
$
|
|
|
$
|
|
||||||||||
|
Vested and expected to vest at December 31, 2022
|
|
$
|
|
|
$
|
|
||||||||||
The weighted-average grant-date fair value of options granted during the years ended December 31, 2022, 2021 and 2020 was $6.77 , $6.87 and $4.74 , respectively.
F - 41
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 12:-
|
SHAREHOLDERS’ EQUITY (Cont.)
|
As of December 31, 2022, there was approximately $4,091 of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company's Share Option plans. That cost is expected to be recognized over a weighted-average period of 1.61 years.
The total intrinsic value of options exercised during the years 2022, 2021 and 2020 was $1,894 , $14,003 and $13,335 , respectively.
The aggregate intrinsic value of the outstanding share options at December 31, 2022 and 2021, amounted to nil and 2,150,312 , respectively, outstanding options that are in-the-money as of such dates. 1,958,029 outstanding options were out-of-the-money as of December 31, 2022.
The options outstanding under the Company's Share Option Plans as of December 31, 2022, have been separated into ranges of exercise price as follows:
|
December 31, 2022
|
||||||||||||||||||||||
|
Outstanding
|
Exercisable
|
|||||||||||||||||||||
|
Weighted
|
||||||||||||||||||||||
|
average
|
Weighted
|
Weighted
|
||||||||||||||||||||
|
Ranges of
|
remaining
|
average
|
average
|
|||||||||||||||||||
|
exercise
|
Number of
|
contractual
|
exercise
|
Number of
|
exercise
|
|||||||||||||||||
|
price
|
options
|
life (years)
|
price
|
options
|
price
|
|||||||||||||||||
|
$
|
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
$
|
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
$
|
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
|
|
|||||||||||||||||||||
The following table summarizes information relating to the number of RSUs, as well as changes to such awards during 2022:
|
Year ended
December 31, |
||||
|
2022
|
||||
|
Outstanding at January 1, 2022
|
|
|||
|
Granted
|
|
|||
|
Vested
|
(
|
)
|
||
|
Forfeited
|
(
|
)
|
||
|
Outstanding as of December 31, 2022
|
|
|||
As of December 31, 2022, there was approximately $60,405 of total unrecognized compensation costs related to non-vested RSUs granted under the Company's Share Options Plans. That cost is expected to be recognized over a weighted-average period of 1.69 years.
F - 42
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 12:-
|
SHAREHOLDERS’ EQUITY (Cont.)
|
The weighted-average grant date fair value of RSUs granted during the year ended December 31, 2022, 2021 and 2020 were $21.31 , $32.57 and $22.54 , respectively.
The weighted-average grant date fair value of RSUs vested during the year ended December 31, 2022, 2021 and 2020 were $23.65 , $21.77 and $18.18 , respectively.
The weighted-average grant date fair value of RSUs forfeited during the year ended December 31, 2022, 2021 and 2020 were $22.88 , $24.32 and $23.24 , respectively.
Share-based compensation was recorded in the following items within the consolidated statements of income (loss):
|
Year ended
December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Cost of revenues
|
$
|
|
$
|
|
$
|
|
||||||
|
Research and development, net
|
|
|
|
|||||||||
|
Sales and marketing
|
|
|
|
|||||||||
|
General and administrative
|
|
|
|
|||||||||
|
Total expenses
|
$
|
|
$
|
|
$
|
|
||||||
|
e.
|
Skyhawk (CNP) Security Ltd. Share Option Plans:
|
On April 12, 2022, the board of directors of Skyhawk Security established the Skyhawk (CNP) Security Ltd. 2022 Share Incentive Plan (the "Skyhawk Plan"). Under the Skyhawk Plan, options may be granted to officers, directors, employees and consultants of Skyhawk Security. The exercise price per share under the Skyhawk Plan was generally not less than the fair value of an ordinary share at the date of grant. The options vest primarily over four years. Each option is exercisable for one ordinary share. Any options, which are forfeited or not exercised before expiration, become available for future grants.
As of December 31, 2022, there was approximately $5,941 of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Skyhawk Plan. That cost is expected to be recognized over a weighted-average period of 1.61 years.
F - 43
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 12:-
|
SHAREHOLDERS’ EQUITY (Cont.)
|
Share-based compensation was recorded in the following items within the consolidated statements of income (loss):
|
|
Year ended |
|||
|
|
||||
|
Cost of revenues |
$ |
|
||
|
Research and development, net |
|
|||
|
Sales and marketing |
|
|||
|
General and administrative |
|
|||
|
|
||||
|
Total expenses |
$ |
|
||
A summary of employees and directors options activity under the Skyhawk Share Option Plans as of December 31, 2022 is as follows:
|
Number of
options |
Weighted-
average exercise price |
Weighted-
average remaining contractual term (in years) |
Aggregate
intrinsic value |
|||||||||||||
|
Outstanding at January 1, 2022
|
|
$
|
|
-
|
|
|||||||||||
|
Granted
|
|
|
||||||||||||||
|
Exercised
|
|
|
-
|
-
|
||||||||||||
|
Expired
|
|
|
-
|
-
|
||||||||||||
|
Forfeited
|
(
|
)
|
|
-
|
-
|
|||||||||||
|
Outstanding at December 31, 2022
|
|
$
|
|
|
|
|||||||||||
|
Exercisable at December 31, 2022
|
|
$
|
|
-
|
|
|||||||||||
|
Vested and expected to vest at December 31, 2022
|
|
$
|
|
|
|
|||||||||||
F - 44
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share data
NOTE 13:-EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net earnings (loss) per share:
|
Year ended December 31, |
||||||||||||
|
2022 |
|
|
2021 |
|
|
2020 |
||||||
|
|
|
|
|
|
|
|||||||
|
Numerator for basic and diluted net earnings (loss) per share: |
||||||||||||
|
|
||||||||||||
|
Net income (loss) |
$ |
( |
) |
$ |
|
$ |
|
|||||
|
|
||||||||||||
|
Weighted average shares outstanding, net of treasury shares: |
||||||||||||
|
|
||||||||||||
|
Denominator for basic net earnings (loss) per share |
|
|
|
|||||||||
|
Effect of dilutive securities: |
||||||||||||
|
Employee share options and RSUs |
|
|
|
|
|
|
||||||
|
|
||||||||||||
|
Denominator for diluted net earnings (loss) per share |
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings (loss) per share |
$ |
( |
) |
$ |
|
$ |
|
|||||
|
|
||||||||||||
|
Diluted net earnings (loss) per share |
$ |
( |
) |
$ |
|
$ |
|
|||||
F - 45
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 14:- |
TAXES ON INCOME
|
|
a.
|
General:
|
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
2022
|
2021
|
|||||||
|
Beginning balance
|
$
|
|
$
|
|
||||
|
Decrease related to settlement with tax authorities
|
|
(
|
)
|
|||||
|
Decrease related to expired tax years
|
(
|
)
|
|
|||||
|
Additions for prior year tax positions
|
|
|
||||||
|
Decrease for prior year tax positions
|
(
|
)
|
(
|
)
|
||||
|
Additions for current year tax positions
|
|
|
||||||
|
Ending balance
|
$
|
|
$
|
|
||||
*) As of December 31, 2022 and 2021, unrecognized tax benefit of $1,906 and nil was presented net from deferred tax asset.
As of December 31, 2022, the entire amount of the unrecognized tax benefits could affect the Company's income tax provision and the effective tax rate.
The Company adjusts the unrecognized tax benefit liability and income tax expense in the period in which the uncertain tax position is effectively settled, the statute of limitations expires or when new information is available.
During the years ended December 31, 2022, 2021 and 2020 a net amount of $236 , $243 and $657 , respectively, were added to the unrecognized tax benefits derived from interest and exchange rate differences expenses related to prior years' uncertain tax positions. As of December 31, 2022, and 2021, the Company had accrued interest liability related to uncertain tax positions in the amounts of $390 and $97 , respectively, which is included within other long-term liabilities on the consolidated balance sheets.
Exchange rate differences are recorded within financial income, net, while interest is recorded within taxes on income in the consolidated statements of income.
During November 2021, the Company reached a settlement with the Israeli Tax Authority (“ITA”) regarding the Company's corporate tax returns for the years 2015-2018. As a result, the Company's Israeli tax returns have been examined for all years including and prior to fiscal 2018, and the Company is no longer subject to audit for these periods. The settlement amounted to a total payment of $9,279 (NIS 28,858 ). The Company had provisions for the related years in the amount of $4,258 which were offset against such payment. In addition, as part of the settlement with the ITA, the Company received additional deductible expenses in the amount of $5,190 .
The Company's U.S subsidiary files income tax return in the U.S federal jurisdiction. As of December 31, 2022, the through tax years are open and may be subject to potential examinations in the U.S.
F - 46
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 14:- |
TAXES ON INCOME (Cont.)
|
The Company believes that it has adequately provided for any reasonably foreseeable outcome related to tax audits and settlement. The final tax outcome of its tax audits could be different from that which is reflected in the Company's income tax provisions and accruals. Such differences could have a material effect on the Company's income tax provision and net income (loss) in the period in which such determination is made.
| b. |
Israeli taxation:
|
| 1. |
Foreign Exchange Regulations:
|
Commencing taxable year 2003, the Company has elected to measure its taxable income and file its tax return under the Israeli Income Tax Regulations. Under the Foreign Exchange Regulations the Israeli company is calculating its tax liability in U.S. Dollars according to certain orders. 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.
| 2. |
Tax rates:
|
The Israeli corporate tax rate in 2022, 2021 and 2020 was 23
| 3. |
Tax benefits under the Law for the Encouragement of Capital Investments, 1959 ("the Law"):
|
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 ("Amendment 73") was published. According to Amendment 73, a preferred enterprise located in development area A will be subject to a tax rate of 7.5 % instead of 9 16
Amendment 73 also prescribes special tax tracks for technological enterprises, the new tax tracks under the amendment are as follows:
Technological preferred enterprise - an enterprise whose total consolidated revenues (parent company and all subsidiaries) is less than NIS 10 billion. Technological Preferred Enterprise, as defined in the law, which is located in the center of Israel (where our Israeli subsidiary is currently located) is subject to tax at a rate of 12 % on profits deriving from intellectual property (in development area A, the tax rate is 7.5 %), subject to satisfaction of a number of conditions, including compliance with a minimal amount or ratio of annual Research and development expenditure and Research and development employees, as well as having at least 25% of annual income derived from exports.
F - 47
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 14:- |
TAXES ON INCOME (Cont.)
|
The Company believes it meets the Technological preferred enterprise conditions.
Income not eligible for Preferred Technological Enterprise benefits is taxed at a regular rate, 23 % from 2018 onwards.
Prior to 2014, most of the Company’s income was exempt from tax or subject to reduced tax rates under the Approved Enterprise program or the Beneficiary Enterprise in the Investment Law. Upon distribution of exempt income, the distributing company will be subject to corporate reduced tax rates ordinarily applicable to such income under the Investment Law.
Reduced income under the Investment Law including the Preferred Enterprise Regime and Preferred Technological Enterprise Regime will be freely distributable as dividends, subject to a 15 % or 20 % withholding tax (or lower rate for non-Israeli resident shareholder, under an applicable tax treaty).
On November 2, 2021, the Israeli Parliament approved a final bill regarding repatriations of trapped earnings out of Approved/Privileged Enterprises. The temporary provisions have come into effect as of November 15, 2021. The Israeli government agreed to grant relief on the amount of tax which should have been paid on distributable earnings in order to encourage companies to pay the reduced taxes during the next 12 months (the “temporary order”). The temporary order provides partial relief from previous Approved/Privileged Enterprise tax rates as defined in the Law for companies which opt to enjoy the privilege. The new temporary order does not require the actual distribution of the retained earnings, nor does it provide any relief from the 15 % dividend withholding tax.
As part of the temporary order, the Company opted to implement the provisions included in the temporary order and completed the taxes on its trapped tax-exempt earnings. As a result, the Company paid $8,247 during 2022. As of December 31, 2021, the Company does not have any tax-exempted earnings attributable to its Beneficiary, Approved and Preferred Enterprise programs.
Through December 31, 2022, the Company has net operating carryforward losses of approximately $11,170 , which can be carried forward and offset against taxable income in the future, for an indefinite period.
F - 48
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 14:- |
TAXES ON INCOME (Cont.)
|
| c. |
Taxes on income are comprised as follows:
|
|
Year ended
December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Current taxes
|
$
|
|
$
|
|
$
|
|
||||||
|
Deferred taxes
|
(
|
)
|
(
|
)
|
|
|||||||
|
$
|
|
$
|
|
$
|
|
|||||||
|
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
|
Year ended
December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Domestic taxes:
|
||||||||||||
|
Current taxes
|
$
|
|
$
|
|
$
|
|
||||||
|
Deferred taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
|
|
|
||||||||||
|
Foreign taxes:
|
||||||||||||
|
Current taxes
|
|
|
|
|||||||||
|
Deferred taxes
|
(
|
)
|
(
|
)
|
|
|||||||
|
|
|
|
||||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
F - 49
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 14:- |
TAXES ON INCOME (Cont.)
|
| d. |
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 and its subsidiaries' deferred tax liabilities and assets are as follows:
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Carryforward losses and tax credit
|
$
|
|
$
|
|
||||
|
Deferred revenues
|
|
|
||||||
|
Unrealized loss on marketable securities
|
|
|
||||||
|
ROU assets
|
|
|
||||||
|
Temporary differences
|
|
|
||||||
|
Deferred tax assets before valuation allowance
|
|
|
||||||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
|
Net deferred tax assets
|
|
|
||||||
|
Intangible assets, including goodwill
|
(
|
)
|
(
|
)
|
||||
|
Operating lease liabilities
|
(
|
)
|
(
|
)
|
||||
|
Depreciable assets
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax liability
|
(
|
)
|
(
|
)
|
||||
|
Net deferred tax assets
|
$
|
|
$
|
|
||||
*) As of December 31, 2022, and 2021, unrecognized tax benefit of $1,906 and nil was presented net from deferred tax asset.
| e. |
Foreign:
|
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35 % to 21 %, effective January 1, 2018. Apportioned income is also subject to tax in various states.
Through December 31, 2022, the U.S. subsidiary had a U.S. federal loss carryforward of $3,507 , which can be carried forward and offset against taxable income up to 20 years , expiring between fiscal and fiscal .
Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.
F - 50
| NOTE 14:- |
TAXES ON INCOME (Cont.)
|
On March 27, 2020, President Donald J. Trump signed the Coronavirus Aid Relief, and Economic Security Act (the “CARES Act”) into law. The Act includes several significant business tax provisions that, among other things, eliminate the taxable income limit for certain net operating losses and allow businesses and individuals to carry back Net Operating Losses (“NOLs”) arising in 2018, 2019, and 2020 to the five prior tax years. Consequently, management intend is to carry back NOLs generated in 2019 and 2020 to tax years 2015 and 2016. The applicable tax rate during these years was 34 %, therefore, recognizing a deferred benefit of $1,698 due to the remeasurement of the NOLs deferred tax asset.
| f. |
Income taxes of non-Israeli subsidiaries:
|
Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence.
The Company does not provide deferred tax liabilities when it intends to reinvest earnings of foreign subsidiaries indefinitely.
F - 51
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 14:- |
TAXES ON INCOME (Cont.)
|
| g. |
A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the consolidated statements of income is as follows:
|
|
Year ended
December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Income (loss) before taxes, as reported in the consolidated statements of income (loss)
|
$
|
|
$
|
|
$
|
|
||||||
|
Statutory tax rate
|
|
%
|
|
%
|
|
%
|
||||||
|
Theoretical tax expense (benefit) on the above amount at the Israeli statutory tax rate
|
$
|
|
$
|
|
$
|
|
||||||
|
Tax adjustment in respect of different tax rate of foreign subsidiary
|
|
|
(
|
)
|
||||||||
|
Non-deductible expenses and other permanent differences
|
|
|
|
|||||||||
|
Deferred taxes on losses for which valuation allowance was provided, net
|
|
|
|
|||||||||
|
Utilization of tax losses and deferred taxes for which valuation allowance was provided, net
|
-
|
(
|
)
|
(
|
)
|
|||||||
|
Foreign withholding taxes
|
|
|
|
|||||||||
|
Share compensation relating to share options per ASC No. 718
|
|
(
|
)
|
|
||||||||
|
Income taxes in respect of prior years
|
(
|
)
|
|
|
||||||||
|
Change of tax rate
|
(
|
)
|
|
(
|
)
|
|||||||
|
Approved, Privileged and Preferred enterprise loss (benefits) (*)
|
(
|
)
|
|
(
|
)
|
|||||||
|
Other
|
(
|
)
|
|
(
|
)
|
|||||||
|
Actual tax expense
|
$
|
|
$
|
|
$
|
|
||||||
|
(*) Basic earnings per share amounts of the benefit resulting from the "Approved, Privileged and Preferred Enterprise" status
|
$
|
|
$
|
|
$
|
|
||||||
|
Diluted earnings per share amounts of the benefit resulting from the "Approved, Privileged and Preferred Enterprise" status
|
$
|
|
$
|
|
$
|
|
||||||
F - 52
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
| NOTE 14:- |
TAXES ON INCOME (Cont.)
|
| h. |
Income before taxes on income is comprised as follows:
|
|
Year ended
December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Domestic
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Foreign
|
|
|
|
|||||||||
|
Income before taxes on income
|
$
|
|
$
|
|
$
|
|
||||||
NOTE 15:-GEOGRAPHIC INFORMATION
Summary information about geographic areas:
The Company operates in one reportable segment (see Note 1 for a brief description of the Company's business). The total revenues are attributed to geographic areas based on the location of the end-users.
The following table presents total revenues for the years ended December 31, 2022, 2021 and 2020 from a geographical perspective:
|
Year ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
Revenues from sales to customers located at: |
||||||||||||
|
|
||||||||||||
|
The United States |
$ |
|
$ |
|
$ |
|
||||||
|
America - other |
|
|
|
|||||||||
|
EMEA*) |
|
|
|
|||||||||
|
Asia Pacific |
|
|
|
|||||||||
|
|
||||||||||||
|
$ |
|
$ |
|
$ |
|
|||||||
*) Europe, the Middle East and Africa.
F - 53
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 15:- GEOGRAPHIC INFORMATION (Cont.)
The following table presents long-lived assets and ROU assets as of December 31, 2022 and 2021 from a geographical perspective:
|
December 31, |
||||||||
|
|
2022 |
|
2021 |
|
||||
|
|
||||||||
|
Long-lived assets, by geographic region: |
|
|
||||||
|
|
||||||||
|
America (principally the United States) |
$ |
|
|
$ |
|
|
||
|
Israel |
|
|
||||||
|
EMEA - other |
|
|
|
|
||||
|
Asia Pacific |
|
|
||||||
|
|
|
|
||||||
|
$ |
|
$ |
|
|||||
NOTE 16:-SELECTED CONSOLIDATED STATEMENTS OF INCOME (LOSS) DATA
Financial income, net:
|
Year ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
Financial income, net: |
||||||||||||
|
|
||||||||||||
|
Interest on bank deposits and other |
$ |
|
$ |
|
$ |
|
||||||
|
Amortization of premiums, accretion of discounts and interest on debt marketable securities, net |
|
|
|
|||||||||
|
Gain on sale of marketable securities |
|
|
|
|||||||||
|
Bank charges |
( |
) |
( |
) |
( |
) |
||||||
|
Foreign currency differences, net |
|
|
( |
) |
( |
) |
||||||
|
|
||||||||||||
|
$ |
|
$ |
|
$ |
|
|||||||
F - 54
RADWARE LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
|
NOTE 17:-
|
BALANCES AND TRANSACTIONS WITH RELATED PARTIES
|
Represents transactions and balances with other entities in which certain members of the Company's board of directors, management or shareholders have interest:
| a. |
The following related party balances are included in the consolidated balance sheets:
|
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Trade receivables and prepaid expenses
|
$
|
|
$
|
|
||||
|
Trade payables and accrued expenses
|
$
|
|
$
|
|
||||
| b. |
The following related party transactions are included in the consolidated statements of income (loss):
|
|
Year ended
December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Revenues (1)
|
$
|
|
$
|
|
$
|
|
||||||
|
Cost of revenues (2)
|
$
|
|
$
|
|
$
|
|
||||||
|
Operating expenses, net - primarily lease, subcontractors and communications (3)
|
$
|
|
$
|
|
$
|
|
||||||
|
Purchase of property and equipment
|
$
|
|
$
|
|
$
|
|
||||||
| (1) |
Distribution of the Company's products by a related party on a non-exclusive basis.
|
| (2) |
Related to cost of product purchased from one of the related companies (SecurityDAM Ltd.). On February 17, 2022, the Company acquired all of the technology and other intangible assets from SecurityDAM Ltd., which was a related company and the sole single-managed security service provider of the company. For additional details, see Note 3.
|
| (3) |
The Company leases office space and purchases other miscellaneous services from certain companies, which are considered to be related parties. In addition, the Company provides certain services to related parties.
|
F - 55
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 The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 10. E Taxation Israeli Tax ConsiderationsItem 6. Directors, Senior Management and EmployeesItem 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. [reserved]Item 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. Purchases Of Equity Securities By The Issuer 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:- AcquisitionsNote 4:-marketable SecuritiesNote 4:-marketable Securities (cont.)Note 5:- Fair Value MeasurementsNote 5:- Fair Value Measurements (cont.)Note 6:- InventoriesNote 7:-property and Equipment, NetNote 8:-intangible Assets, NetNote 8:-intangible Assets, Net (cont.)Note 9:-leasesNote 9:- Leases (cont.)Note 10:- Other Payables and Accrued ExpensesNote 11:- Commitments and Contingent LiabilitiesNote 12:- Shareholders EquityNote 12:- Shareholders Equity (cont.)Note 13:-earnings (loss) Per ShareNote 14:- Taxes on IncomeNote 14:- Taxes on Income (cont.)Note 15:-geographic InformationNote 15:- Geographic Information (cont.)Note 16:-selected Consolidated Statements Of Income (loss) DataNote 17:- Balances and Transactions with Related Parties