UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 20-F
 
FORM 20-F

o☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Or
 
x
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2015
2023
Or
 
Or
o☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report………………..report....................
For the transition period from                   to

Commission File number: 000-23288

 
SILICOM LTD.
(Exact name of Registrant as specified in its charter and as translated into English)

ISRAEL
(Jurisdiction of incorporation
or organization)
14 Atir Yeda Street,
Kfar Sava 4464323, Israel
 (Address(Address of principal executive offices)
 
Mr. Eran Gilad, CFO and Company Secretary
Telephone: +972-9-764-4555
E-mail: erang@silicom.co.il
14 Atir Yeda Street,
Kfar Sava 4464323, Israel
 (Name,(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:
 
None
 
None
Title of each class
 
Name of each exchange on which registered
Ordinary Shares, NIS 0.01 nominal value per share
 
NASDAQ GLOBAL SELECT MARKET
Trading Symbol(s)
SILC
 
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(Title of Class)
 
Indicate the number of outstanding shares of each of the issuer’sissuer's classes of capital or common stock as of the close of the period covered by the annual report:

 7,311,563
 
6,405,523
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes o☐   No x☒

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 o☐   No x☒

Note—Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes x☒    No o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date 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 ☐
2
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated"accelerated filer and large accelerated filer”filer" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  o☐
Accelerated filer  ☒
 
AcceleratedNon-accelerated filer  x☐
 
Non-accelerated filer  oEmerging growth company  ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
 
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on 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. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this fling:filing:
 
US GAAPx ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board o☐ Other o☐ 

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 o☐    Item 18 o☐

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 ☒
 
Yes o    No x
2

       (APPLICABLE(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
 
Yes o☐    No o☐

This annual report on Form 20-F includes certain “forward-looking”"forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The use of the words “projects,” “expects,” “may,” “plans”"projects", "expects", "may", "plans", or “intends”"intends", or words of similar import, identifies a statement as “forward-looking.”"forward-looking." There can be no assurance, however, that actual results will not differ materially from our expectations or projections. Factors that could cause actual results to differ from our expectations or projections include the risks and uncertainties relating to our business described in this report at Item 3 titled “Risk"Risk Factors.”"
 
As used herein or in any document incorporated by reference hereto, the “Company”"Company", “Silicom"Silicom Ltd.”", “Silicom”"Silicom", “Registrant”"Registrant", “we”"we", “us”"us", or “our”"our" refers to Silicom Ltd. and its subsidiaries.
We have prepared our consolidated financial statements in United States dollars and in accordance with accounting principles generally accepted in the United States. All references herein to “dollars”"dollars", "US$", or “$”"$" are to United States dollars, and all references to “Shekels”"Shekels" or “NIS”"NIS" are to New Israeli Shekels.
 
 
3


Table of Contents
 
PARTPart I.
6
ITEMItem 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS
6
ITEMItem 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
76
ITEMItem 3.
KEY INFORMATION
76
A.Selected Financial Data
[Reserved]76
B.Capitalization and indebtedness116
C.Reason for the offer and use of proceeds116
D.Risk Factors6
D.           Risk Factors
Item 4.
11
ITEM 4.  INFORMATION ON THE COMPANY.
2733
A.
History and Development of the Company2733
B.
Business Overview2934
Principal Markets3237
Manufacturing and Suppliers3238
Marketing Channels3539
Patents and Licenses3741
Competition3842
Governmental Regulation Affecting the Company3943
C.Organizational Structure44
C.           Organizational StructureItem 4A.
UNRESOLVED STAFF COMMENTS
4045
D.           Property, Plant and Equipment
Item 5.
40
ITEM 4A. UNRESOLVED STAFF COMMENTS
41
ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS
41
Critical Accounting Policies42
A.           Operating Results45
Impact of Inflation and Currency Fluctuations on Results of Operations, Liabilities and Assets49
B.           Liquidity and Capital Resources4950
C.Research and development, patents and licenses, etc.51
D.           Trend Information5352
E.            Off-Balance Sheet ArrangementsCritical Accounting Estimates54
F.            Tabular disclosure of contractual obligations
55
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
56
A.Directors and Senior Management56
B.Compensation59
C.           Board Practices62
Board of Directors6465
External Directors6465
Audit Committee6870
Compensation Committee70
Internal Auditor7571
D.Employees7577
E.Share Ownership79
E.            Share Ownership
77
4
ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7880
A.Major Shareholders7880
B.Related Party Transactions81
ITEM 8.
FINANCIAL INFORMATION
83
A.Consolidated Statements and Other Financial Information83
B.Significant Changes83
B.            Related Party Transactions
79
ITEM 9. THE OFFER AND LISTING
84
A.Offer and listing detailsListing Details84
Markets and Share Price History
84

4
Item 11.
84
ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
115107
Interest Rate Risk115107
Foreign Currency Exchange Risk
116108
ITEMItem 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
118109
PART II.
118110
ITEMItem 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
118110
ITEMItem 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
118110
ITEMItem 15.
CONTROLS AND PROCEDURES
118110
Disclosure Controls and Procedures118110
Management's Annual Report on Internal Control over Financial Reporting118110
Inherent Limitations on Effectiveness of Controls119111
Changes in Internal Control over Financial Reporting
119111
ITEM 15T. Item 15A.
CONTROLS AND PROCEDURES
119111
ITEMItem 16.  RESERVED
119
Reserved
111
ITEMItem 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
119111
5
ITEMItem 16B.
CODE OF ETHICS
120111
ITEMItem 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
120112
Audit committee's pre-approval policies and procedures112
ITEMItem 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
120113
ITEMItem 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
121113
ITEMItem 16F.
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
121114
ITEMItem 16G.
CORPORATE GOVERNANCE
121114
ITEMItem 16H.
MINE SAFETY DISCLOSURE
123117
Item 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
117
Item 16K.
DISCLOSURE REGARDING ANNUAL REPORTING: RISK MANAGEMENT, STRATEGY, AND GOVERNANCE DISCLOSURE.
 117
PART III.
123118
ITEMItem 17.
FINANCIAL STATEMENTS
123118
ITEMItem 18.
FINANCIAL STATEMENTS
123118
ITEMItem 19.  EXHIBITS
123
EXHIBITS
118
 
65

Part I.

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
 
A. Selected Financial Data

The selected data presented below under the captions “Consolidated Statements of Operations Data” and “Consolidated Balance Sheets Data” for and as of the end of each of the years in the five-year period ended December 31, 2015, are derived from our audited consolidated financial statements. The consolidated financial statements as of December 31, 2015, and for each of the years in the three-year period ended December 31, 2015, and the report thereon, are included elsewhere in this annual report. The selected data set forth below should be read in conjunction with our consolidated financial statements and the notes thereto, which are set forth in Item 18 – “Financial Statements” and the other financial information appearing elsewhere in this annual report.[Reserved]
 
7

CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
  2011  2012  2013   2014   2015 
Sales $39,633  $48,729  $73,298  $75,622  $82,738 
Cost of sales  22,430   28,849   43,865   44,835   48,659 
Gross profit  17,203   19,880   29,433   30,787   34,079 
Research and development costs  4,165   4,401   5,465   6,480   9,702 
Sales and marketing expenses  2,677   3,081   3,818   4,418   5,651 
General and administrative expenses  1,890   2,369   2,572   2,798   3,611 
Contingent consideration expense (benefit)  0   0   0   45   (3,090)
Total operating expenses  8,732   9,851   11,855   13,741   15,874 
Operating income  8,471   10,029   17,578   17,046   18,205 
Financial income, net  439   752   404   263   220 
Income before income taxes  8,910   10,781   17,982   17,309   18,425 
Income tax expenses  667   910   905   2,704   1,905 
Net income(1)
  8,243   9,871   17,077   14,605   16,520 
Net income per share                    
Basic  income per ordinary share $1.195  $1.424  $2.404  $2.033  $2.273 
Diluted income per ordinary share $1.178  $1.417  $2.357  $1.996  $2.242 
Weighted average number of ordinary shares used to compute basic income per share (in thousands)  6,896   6,934   7,103   7,184   7,269 
Weighted average number of ordinary shares used to compute diluted income per share (in thousands)  6,995   6,968   7,246   7,319   7,368 
(1) Net income is after deduction of taxes on income, which have been reduced by virtue of tax benefits to which the Company is entitled in its capacity as an "Approved Enterprise, "Benefited Enterprise" or "Preferred Enterprise", as applicable with respect to each of the years indicated above, under Israeli law.  As such, the Company was required to pay taxes at a reduced effective rate. The Company selected the 2004 tax year (for which the tax benefits ended at the end of 2013), the 2006 tax year, the 2009 tax year and the 2012 tax year as its Year of Election under its capacity as Approved Enterprise or Benefited Enterprise for each of the Years of Election. In 2014 the Company elected to be taxed under its capacity as a Preferred Enterprise, following which its benefits under the Investment Law under its capacities as Approved Enterprise or Benefited Enterprise, as applicable, were ceased. As of 2014, the benefits under the Investment Law under the Company's capacity as a Preferred Enterprise commenced. See Note 14C to the Financial Statements and “Item 10” - Additional Information - Taxation.”
8

CONSOLIDATED BALANCE SHEET DATA

  2011  2012  2013  2014  2015 
Total assets $72,865  $89,033  $105,257  $122,436  $139,998 
Total current liabilities $6,438  $11,789  $11,948  $19,006  $19,814 
Long-term liability $2,153  $2,278  $2,618  $2,698  $7,350 
Shareholders' equity $64,274  $74,966  $90,691  $100,732  $112,834 
Capital stock $20  $21  $21  $21  $21 
Number of ordinary shares issued(1)
  6,940,059   7,022,397   7,154,984   7,233,604   7,299,315 

(1) Including 14,971 held by one of our subsidiaries - Silicom Connectivity Solutions, Inc. Under the Israeli Companies Law 5759-1999 (the "Companies Law") these shares held by such subsidiary are non-voting shares.

The following table sets forth information regarding the exchange rates of U.S. dollars per NIS for the periods indicated. Average rates are calculated by using the daily representative rates as reported by the Bank of Israel on the last day of each month during the periods presented.
  NIS per U.S. $ 
Year Ended December 31, High  Low  Average  Period End 
2015  4.053   3.761   3.887   3.902 
2014  3.994   3.402   3.577   3.889 
2013  3.728   3.471   3.601   3.471 
2012  4.028   3.715   3.844   3.733 
2011  3.821   3.395   3.582   3.821 
9

The following table sets forth the high and low daily representative rates for the NIS as reported by the Bank of Israel for each of the prior six months.

  NIS per U.S. $ 
Month High  Low  Average  Period End 
March 2016  3.912   3.766   3.868   3.766 
February 2016  3.964   3.871   3.908   3.91 
January 2016  3.983   3.913   3.950   3.951 
December 2015  3.905   3.855   3.881   3.902 
November 2015  3.921   3.868   3.889   3.877 
October  2015  3.923   3.816   3.863   3.867 

The NIS to U.S. Dollar exchange rate on March 31, 2016, as published by the Bank of Israel, was NIS 3.766.

Dividends

Prior to 2013, we had not paid dividends to our shareholders. On January 14, 2013, we announced that our Board of Directors adopted a policy for distributing dividends, subject to all applicable laws. According to this policy, each year we will distribute a dividend of up to 50% of our annual distributable profits. As part of the stated policy, the Company's Board of Directors reserves the right to declare additional dividend distributions, to change the rate of dividend distributions (either as a policy or on a one-time basis), to cancel a specific distribution or to cancel the policy as a whole at any time, at its sole discretion. The actual distribution of a dividend will be subject to meeting the conditions required by applicable law, including the distribution tests set forth in Section 302 of the Companies Law, and to the specific decision of the Company's Board of Directors for each distribution. Future dividend policies will be reviewed by the Board of Directors based upon conditions then existing, including our earnings, financial condition, capital requirements and other factors. Our ability to pay cash dividends may be restricted by instruments governing any of our obligations.

Dividends paid by an Israeli resident company to non-Israeli shareholders are generally subject to withholding tax in Israel at a rate of up to 25% (or 30% if such non-Israeli shareholder is a “substantial shareholder”), but the actual withholding rate may be lower or higher than 25% depending upon the type of shareholder. In our case, the applicable withholding tax rate will also depend on the particular Israeli production facilities that have generated the earnings that are the source of the specific dividend and, accordingly, the applicable withholding rate may change from time to time.

On March 18, 2013 our Board of Directors declared a dividend of US $0.55 (NIS 2.03 according to the NIS-USD exchange rate as of March 18, 2013, as reported by the Bank of Israel) per share payable on April 17, 2013 to shareholders of record as of April 4, 2013, and in the aggregate amount of approximately US $3.9 million (approximately NIS 14.4 million according to the NIS-USD exchange rate as of March 18, 2013, as reported by the Bank of Israel) for 2012. Taxes were withheld at source by the Company as required pursuant to Israeli law.
10
On March 18, 2014 our Board of Directors declared a continuing dividend for 2013 of US $1.00 (NIS 3.462 according to the NIS-USD exchange rate as of March 18, 2014, as reported by the Bank of Israel) per share payable on April 17, 2014 to shareholders of record at the close of the NASDAQ Global Select Market on April 3, 2014, and in the aggregate amount of approximately US $7.2 million (approximately 24.9 million according to the NIS-USD exchange rate as of March 18, 2014, as reported by the Bank of Israel) for 2013. Taxes were withheld at source by the Company as required pursuant to Israeli law.

On March 23, 2015 our Board of Directors declared a continuing dividend for 2014 of US $1.00 (NIS 4.018 according to the NIS-USD exchange rate as of March 23, 2015, as reported by the Bank of Israel) per share payable on April 21, 2015 to shareholders of record at the close of the NASDAQ Global Select Market on April 6, 2015, and in the aggregate amount of approximately US $7.3 million (approximately 29.3 million according to the NIS-USD exchange rate as of March 23, 2015, as reported by the Bank of Israel) for 2014. Taxes were withheld at source by the Company as required pursuant to Israeli law.

On March 21, 2016 our Board of Directors declared a continuing dividend for 2015 of US $1.00 (NIS 3.855 according to the NIS-USD exchange rate as of March 21, 2016, as reported by the Bank of Israel) per share payable on April 14, 2016 to shareholders of record at the close of the NASDAQ Global Select Market on April 4, 2016, and in the aggregate amount of approximately US $7.3 million (approximately 28.1 million according to the NIS-USD exchange rate as of March 21, 2016, as reported by the Bank of Israel) for 2015. Taxes were withheld at source by the Company as required pursuant to Israeli law.

For more information on the taxation of dividends generally, and for our calculation of the tax withheld on the dividends paid as detailed above, see the section entitled “Taxation of Dividends” in Section 10.E “Taxation”.
Holders of our ordinary shares should consult their own tax advisors as to the United States, Israeli or other tax consequences of the receipt of any dividend distributions made to our shareholders, including, in particular, the effect of any foreign, state or local taxes, and of any taxes withheld at source by the Company.

B.          Capitalization and indebtednessIndebtedness
 
Not ApplicableApplicable.

C.          Reason for the offerOffer and useUse of proceedsProceeds
 
Not ApplicableApplicable.

D.          Risk Factors

This annual report and statements that we may make from time to time may contain forward-looking information. There can be no assurance that actual results will not differ materially from our expectations, statements or projections. Factors that could cause actual results to differ from our expectations, statements or projections include the risks and uncertainties relating to our business described below.
 
6

Summary of Risk Factors
 
11An investment in our ordinary shares is subject to a number of risks. The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in “Item 3. Key Information—D. Risk Factors” in this annual report for a more thorough description of these and other risks.
Risks Related to Our Business and Industry
We may not be able to capitalize, as planned, on our Design Wins.

The market for Cloud-based and Cloud-focused solutions is rapidly developing, and if it develops in ways that differ from our expectations, our business could be harmed.

The market for Edge Networking Devices to Telcos and service providers for NFV or SD-WAN deployments is rapidly developing, and if it develops in ways that differ from our expectations, our business could be harmed.

Rapid development of our business in the Cloud-based, Telco and service providers' markets may require us to offer our potential customers with longer payment terms to better position ourselves in these markets, to hold higher inventory levels and to significantly increase our need for working capital.

Our networking and data infrastructure solution products which are targeted by us mainly to customers in the OEM, Cloud, Telco, Mobile and related service providers' markets, are characterized by long sales cycles.

The loss of Design Wins from customers in the Cloud, Telco, Mobile and related service providers' markets may result in significant quarterly and even annual fluctuations in our revenues.

Rapid development of our business in the Cloud, Telco, Mobile and related service providers' markets may lead to a decrease in our gross margins which may result in a decrease in our profitability.

Should some of our customers explore various technologies during their development process in ways which are not compatible with our solutions, this may result in them deciding to pursue different solutions even after we secured Design Wins with such customers, which may impair our financial results.

A loss of a material Design Win may lead to a decrease in the volume of orders placed in relation to such Design Win, which would impair our financial results.

Difficulties in the fulfillment of financial obligations of one or more of our customers may have an adverse effect on our ability to collect consideration payable under purchase orders placed by such customers.

We may not be successful in achieving and consummating Design Wins for our products for the Cloud, Telco, Mobile and the service providers markets, which constitute a main source of growth.

7

Significant growth in markets demanding functionality similar to the functionality offered by certain of our products may cause manufacturers to integrate such characteristics into server motherboards or increase the market share of servers and appliances that already have such functionality in-built, eliminating the need for our products.

Our customers may replace the servers and appliances they currently use, use or sell servers and appliances that do not require our cards, and/or incorporate cards other than ours.

We may experience difficulty in developing solutions for servers and appliances with proprietary interfaces, which may be used by some of our potential customers.

The short lead time of customer orders versus the long lead time of our component suppliers could result in either a surplus or lack of sufficient supplies.

Risks Related to Operations in Israel and Internationally
The dollar cost of our operations in Israel may increase to the extent the results of inflation in Israel are not offset by a devaluation of the NIS against the dollar.
The tax benefits available to us under Israeli law require us to meet several conditions and may be terminated or reduced in the future, which would increase our taxes.
The government programs and benefits, which we previously received, require us to meet several conditions in order to transfer intellectual property and know-how developed using government funding abroad, or in order to consummate a change of control.
The political environment and hostilities in Israel could harm our business.
Many of our employees in Israel are required to perform military reserve duty.
 
Risks Related to our Ordinary Shares


We may experience a decline in our share price, including during periods of uncertainty in global economic conditions, and there is no guarantee that our share price will remain stable or not decline.
Risks Relating to Our Business

If we are characterized as a passive foreign investment company for U.S. federal income tax purposes, our U.S. shareholders may suffer adverse tax consequences.

General Risk Factors
Unfavorable or unstable economic conditions in the markets in which we operate could have a material adverse effect on our business, financial condition, or operating results.

Loss of our sources for certain key components could harm our operations.

The markets for our products change rapidly and demand for new products is difficult to predict.


8

We may need to invest significantly in research and development and business development in order to diversify our product offering and enter new markets.

Our short lead time of customer orders introduces uncertainty into our revenues and severely limits our ability to accurately forecast future sales.

The marketsfluctuations in components' lead time and price may adversely affect our business.

The decrease in demand for basic/standard server adapters may adversely affect our business.

The loss or ineffectiveness of any of our key customer relationships or a reduction of purchase orders by such customers may have a material adverse effect on our operations and financial results.

We are dependent on key personnel.

We may not be able to protect our intellectual proprietary rights.

Inability to cooperate with and receive information from our key component manufacturers could affect our ability to develop new products.

We may make acquisitions or pursue mergers that could disrupt our business and harm our financial condition.

We may be subject to risks associated with laws, regulations, economic sanctions and customer initiatives, which may force us to incur additional expenses and add complexities to our supply chain and operations.

We depend on governmental licenses for our products are characterized by rapidly changingexports.

Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.

Risks Related to Our Business and evolving industry standards. For example, the migrationIndustry
We may not be able to higher line rate Ethernet solutions, the adaptation of new bus interfaces and increased use of emerging technologies suchcapitalize, as Cloud, Virtualization and SDN, causeplanned, on our OEM customers to demand such new products and technologies. In the event that our OEM customers decide to begin using new technologies,Design Wins.
Once we secure a Design Win, we may not be able to develop products forproperly capitalize on such Design Win. For example, we may not receive revenues from a Design Win due to the new technologiescustomer deciding to hold back the introduction of its product or service, of which our Design Win product is a component, to the market. Additionally, the Design Win client may decide to abandon the use of our product or use an alternate source. For instance, a client may alter their operations processes, so that even after we have achieved a Design Win with that client, it will outsource certain parts of its purchasing decision-making to third-parties. Such changes in a timely manner. Our OEM customers may also select competing products despite our abilityoperations processes would require us to develop products incorporating new technologies. For Example,seek an additional Design Win with the shift towards running applicationsthird-party provider in addition to the Design Win we already achieved in the Cloudpast with that client, rather than continue selling the products per the initial Design Win, and if we anticipate thatare unsuccessful in achieving such additional Design Win, our sales would be negatively affected. Additionally, the demand will grow for add-on adapters and products which addressDesign Win client could shift its business focus away from the challenges presented by the Cloud, such as power, heat and space limitations in such environments which increase the need for essential building blocks in generic servers, which can be potentially served by our products.  However there is no assurance that our OEM customers will buy such products from us orsolutions that we will continue to generate significant saleshad previously sold towards solutions in this area or other areas in which we do not operate. Consequently,Alternatively, we may sufferexperience delays in receiving revenues from reduced salesa Design Win due to circumstances unrelated to us, such OEMs and accumulate unusable inventory which can be used only with older technologies. We intenddelays may stem from delays in the deployment of the customer's product/service in the market. Delays may also lead to continue investing in product and technology development. Although we have recorded growing salesa request by the customer to change the specifications of our line of products (to which the majority of our revenues are attributable), there can beproduct due to changes in industry standards and/or market requirements. There is no assurance that we will continuebe able to be successfulsecure a Design Win for the product with the new specifications. A customer may also experience a lower demand than forecasted by the customer at the time of securing the Design Win for its product/service, which will accordingly affect its demand for our Design Win product. The conflict in the marketingMiddle East, including the war between Israel and Hamas and potential conflict between Israel and Iran, and the wider consequences, such as extensive cancellation and disruption of flights to and from Israel, as well as other factors, such as any hostilities which could break out between China and Taiwan in the future, which may affect our current productssupply chain, such as new restrictions relating to the spread of pandemics, similar to Covid-19, in various geographies globally, the war in Ukraine and related business disruptions and sanctions, as well as U.S. restrictions on certain trade with China, may result in developing, manufacturing and marketing enhanced and new productsus experiencing extended delays in a timely manner.materialization of revenue from Design Wins, as mentioned above.

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The market for cloud-basedCloud-based and cloud-focusedCloud-focused solutions is at a relatively early stage of development,rapidly developing, and if it develops in ways that are different from what we anticipate or expect, our business could be harmed.

The market for cloud-based solutions is at an early stage relative to physical appliances and on-premise networking solutions, and these types of deployments may not achieve or sustain high levels of demand and market acceptance, or may end up being implemented differently than current expectations in the market place.

In view of an anticipated increase inrecent years, the Cloud-based market has rapidly developed, and the demand for Cloud-based data centers utilizing virtualization and SDN has increased. We expect that this increase in demand will lead to increased demand for our CPE/EDGE products as well as for our networking, offloading and acceleration related Field Programmable Gate Array (or FPGA) products. We also expect the systems are expectedCloud-based data centers to be increasingly based on generic server platforms. These platforms will all needrequire offload capabilities in order to address the performance challenges realized due to the huge amountresulting from enormous volume of traffic, the high volume of data, the need to encrypt such data, the need to run in virtualized environment, which by itself is a challenge for the server CPU, and the need to include switching within the server for high efficiency SDN. We anticipate that consequently the demand for add-on adapters which address these challenges will grow. Power, heat and space limitations in such environments increase the need for hardware accelerators. Such systems will require essential building blocks in their own generic severs, which can be served by our products.
 
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While we believe that we address the above needs with a comprehensive suite of products, many factors may affect the market acceptance of cloud-based and cloud-focused solutions, the achievement of Design Wins relating to such solutions, the consummation of Design Wins achieved by us and/or the acceptance of add-on products incorporated into such solutions. Some of these factors include the possibility of seeing a reduction in the number of physical servers and appliances required by the providers of cloud based or virtualized solutions, or the evolving of different architecture designs which provide for functionality which our products offer without the need for add on adapters.our products or the failure of the market to adopt technologies which had previously been expected to be widely adopted by the market. While we have recently announced a 5-year plan under which we have, among other things, ceased certain non-core product lines, and are  expanding into a more diversified scale of accounts, there is no guarantee that we have accurately predicted, or will continue to accurately predict, anticipated revenues which may be generated, our growth potential, our operations, including our inventory levels, and our financial results as a result of the factors mentioned above.

If
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In addition, we believe that the market’s demand for our products and solutions in the Cloud demonstrates that the ongoing industry transition to the Cloud continues to represent a growth opportunity for us. Nonetheless, if significant organizations providing Cloud based solutions or other virtualized networks do not perceive the benefits of our cloud-focused andand/or virtualized network based solutions, or if our competitors or new market entrants are able to develop solutions for this sectormarket that do not require add on products such as ours, or offer features that are, or are perceived to be, more effective than ours,our solutions, this trendwould have a material adverse effect on our ability to achieve and/or consummate Design Wins, on our business, and on our results of moving towardsoperations and financial condition.
The market for Edge Networking Devices to Telcos and service providers for NFV or SD-WAN deployments is rapidly developing, and if it develops in ways that are different from what we anticipate or expect, our business could be harmed.
With the cloud but without needingevolution of the NFV and SD-WAN, most Telcos and service providers have begun seeking for solutions which utilize CPEs for the deployment of SD-WAN or other applications within an NFV architecture. We believe that our CPE products address the requirements of such Telcos and service providers’ needs and requirements, and in recent years we secured several Design Wins for such products.
While we believe that we address the above needs with a comprehensive suite of products, many factors may affect the market acceptance of such solutions and our ability to secure Design Wins and/or awards in this market. Some of these factors include our relatively limited experience in transacting with such Telcos and service providers, the possible offering of a wider selection of products by some of our competitors, or the possible offering by our competitors of products which include wider, better suited or more advanced features than the ones included in our products. Additional factors may also include the development of technologies with which our current products may not be compatible, and the price expectations of such Telcos and service providers which may require us to offer our products for uselower prices in order to better position ourselves in the market, or remain competitive, thus leading to lower gross profit, which in turn may have an adverse effect on our financial results. Additionally, we cannot provide any assurance that our 5-year plan will successfully address these, or other changes in the market.
We believe that the market’s demand for our products and solutions in the NFV and SD-WAN era demonstrate that the Telcos’ and service providers’ related industry is transitioning into CPEs which represent a growth opportunity for us. Nonetheless, if such virtualization environmentsTelcos and service providers do not perceive the benefits of our Edge Networking CPEs, or if our competitors or new market entrants are able to develop solutions for this market that are better suited to the market demand, offer their solutions at lower prices, or offer features that are, or are perceived to be, more effective than ours, this would have a material adverse effect on our business, results of operations and financial condition.

The market for our products is highly competitive and some
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Rapid development of our competitorsbusiness in the Cloud-based, Telco and service providers’ markets may require us to offer our potential customers with longer payment terms in order to better position ourselves in these markets, to hold higher inventory levels and to increase our need for working capital significantly.
Rapid development of our business in the Cloud-based, Telco, and service providers’ markets, which we consider major sources of growth in the future, may require us to offer longer payment terms to our targeted customers in the Cloud, Telco and service providers markets as customary in these markets, in order to establish and maintain relationships with such targeted customers and strengthen our competitive position in such markets. In addition, we may be better positioned than we are.required by such customers to hold higher inventory levels in order to meet their expectations for on-demand deliveries, making the higher available inventory pivotal to our ability to position ourselves and compete in such markets. These factors may significantly increase our need for working capital in order to support our activities in these markets.

The market for ourOur networking and data infrastructure solution products is highly competitive. We face competition from numerous companies, some of which are more established, benefit from greater market recognition and have greater financial, production and marketing resources than we do. For example,targeted by us mainly at customers in the network interface cards for which we have developed our Server Adapters, our main competitor is Intel, which may offer solutions competing with our developed products. In addition, Caswell, LannerOEM, Cloud, Telco, Mobile and Napatechrelated service providers’ markets, are the main competitors of some of our Smart Cards products. There may be other solutions which might also compete with our other products. We cannot guarantee that our present or contemplated products will continue to be distinguishable from those of our competitors or that the marketplace will find our products preferable to those of our competitors. Furthermore, there can be no assurance that competitive pressures will not result in price reductions that could materially adversely affect our business and financial condition and the results of our operations. For more information regarding our competitors see "Item 4B. – Information on the Company – Business Overview – Competition"characterized by long sales cycles.
 
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We may need to invest significantly in researchtarget and development and business development in order to diversify our product offering and enter new markets.
Most of our revenues are generated from the sale ofsell our networking and data infrastructure solution products to customers mainly in the original equipment manufacturing (“OEMs”), Cloud, Telco Mobile and related service providers markets. We usually sell our products to such customers after achieving Design Wins, which are secured after a process which ends with the implementation of our products in our customers’ systems or their deployment within the relevant customer’s network. Securing Design Wins is a lengthy, time-consuming process, which involves the decision-making process of our customers, which usually includes several time-consuming processes as well, resulting from the critical importance of our products in our customers’ systems or networks. Our customers usually need to define the required configuration of their server system, appliance or network, define the needed solution and the type of products that will address their need, evaluate our products, test and qualify our products for their use and then (or in parallel) negotiate the terms for a purchase. This process is lengthy and may result in investing twelve months or more from the time we first contact a prospective customer before such customer implements our products in its system, appliance or network, constituting what is known as a Design Win. The decision-making process has been further impacted by macro-economic factors such as high interest rates and the global economic slowdown, which have put pressure on companies seeking to make significant investments in infrastructure. Additionally, once a Design Win for one of our products is secured, our sales of these products typically involve significant capital investment decisions by the customer or its prospective end customers, as well as a significant amount of time to educate such end customers as to the benefits of systems and appliances that include our products. The technology industryAs a result, before initiating the deployment of our products within their infrastructure, and before purchasing systems and appliances, which include our products (and consequently facilitating sales of our products), our potential customers usually invest a substantial amount of time performing internal reviews and obtaining capital expenditure approvals, thereby lengthening the period of time required for a Design Win to mature into consistent sales. These long sale cycles make it difficult to predict when and to what extent, discussions with potential customers will materialize into sales and could cause our revenue and operating results to fluctuate widely from period to period. Furthermore, once a Design Win has been secured, the ramp-up of sales under the Design Win is dependent on various factors which are not under our control and which may result in significant quarterly, or even annual, fluctuations in the sale rates of our products. These, together with the macro-economic factors described earlier, may have an adverse impact on our ability to accurately predict the ramp-up of sales of our products, which may have an adverse effect on our backlog estimates, actual sales and results of operations.
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In addition, we are required to allocate significant resources in order to compete for the achievement of Design Wins. Since there is no guarantee that we will be successful in achieving such Design Wins or that secured Design Wins will materialize into consistent sales in the competitive and rapidly evolving market in which we operate, is characterized by rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. While these changes couldunsuccessful efforts to secure or materialize Design Wins may lead to a reductionsubstantial increases in our expenditures, cause impairment of intangible assets and related write-offs, divert the demand forattention of our existing products, theysales force and management from other business opportunities, and could also create an opportunity for us to expand our product offering to our existing customers and to new customers. Accordingly, our future success may depend on our ability to diversify our product offering and enter new markets, which could involve numerous risks, including:

·Substantial research and development and business development expenditures, which could divert funds from other corporate uses and/or have a significant negative effect on our short-term results;
·Diversion of management’s attention from our core business; and
·Entering markets in which we have little or no experience.

There can be no assurance that we will be able to successfully complete the development and market introduction of new products and no assurance that we will be able to successfully enter new markets. This couldultimately have a material adverse effect on our business, results of operations and financial condition.

The loss of Design Wins from customers in the Cloud, Telco, Mobile and related service providers’ markets may result in significant quarterly and even annual fluctuations in our revenues.
The Cloud, Telco, Mobile and related service providers’ markets constitute major sources of potential growth. We anticipate that Design Wins secured from customers in these markets would be significantly larger in size than our Design Wins from other customers. In light of the risk factors related to our operations in the Cloud, Telco, Mobile and related service providers’ markets as detailed elsewhere in this Annual Report, we may experience difficultylosses of Design Wins in developing new, commercially successful products at acceptable release times.

We conduct extensive research, development and engineering activities. Our efforts emphasize the development of new products, cost reduction of current products, and the enhancement of existing products, generally in responsesuch markets, for which we may not be able to rapidly changing customer preferences, technologies and industry standards. We cannot guarantee the continued success of our latest lines of products, which include Bypass Switches, Intelligent Bypass Switches, the SETAC product family, the CPE/Edge/Appliance Units and Low End Appliances, nor that they will continue to be widely accepted by the marketplace or that any of our ongoing development efforts will result in other commercially successful products, that such products will be releasedcompensate in a timely mannermanner. The losses of such Design Wins may result in significant quarterly or even annual fluctuations in our revenues and results of operations.
Rapid development of our business in the Cloud, Telco, Mobile and related service providers’ markets may lead to a decrease in our gross margins which may result in a decrease in our profitability.
Rapid development of our business in the Cloud, Telco, Mobile and related service providers’ markets, and our increasing operations and efforts in these markets, require us to adopt a lower gross margin strategy relative to our gross margins in past years, in order to take advantage of increased revenue potential and opportunities in these markets. While in the past we were able to increase our profitability while operating under such lower gross margins, there can be no assurance that we will be able to respond effectivelymaintain or increase our profitability and/or earnings per share in the future and we may not be successful in maintaining or increasing our profitability and/or earnings per share while operating under such lower gross margins in the future.
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The rapid development of the Cloud, Telco, Mobile and related service providers’ markets may lead certain of our customers to technological changesexplore various technologies at different points in time during their development process, which are not necessarily compatible with our solutions, or for which our solutions are not designed, for their own internal reasons, even after we secured Design Wins with such customers, and may ultimately decide to pursue different solutions than ours, which may impact our ability to fully consummate our sales under such secured Design Wins and impair our financial results.
The rapid development of the Cloud, Telco, Mobile and related service providers’ markets may lead some of the players in these markets to explore different technologies in the course of their internal development process. Even if we secure Design Wins with some of these players, there is no guarantee that such players will ultimately decide to develop or commercialize their products for which our solutions were selected, for reasons which are not related to us and which are not under our control. If such players decide to pursue other paths than the ones for which we secured Design Wins, we may be unable to consummate such Design Wins, which may lead to excess inventory levels and write-offs, that may increase our costs. These factors may increase our operational efforts and expenses. We may also be required to find alternative use for any unused inventory relating to such Design Wins, and if we are unable to find such alternative use or sell such inventory to other customers, we may experience write-offs. All of these factors may have a material adverse effect on our financial condition and results of operation. While we focus our efforts on securing Design Wins in these markets, our share price may decline as a result of cancellation of such Design Wins in these markets, if they occur.
A loss of a material Design Win may lead to a decrease in the volume of orders placed in relation to such Design Win by a few of our customers, which would be harmful for our business and impair our financial results.
In some cases, one of our Design Wins may lead to the placement of purchase orders for our products by several of our customers for the purpose of integrating our products into other systems, as part of the assembly process relating to the said Design Win. The loss of such material Design Win may lead to a decrease in the purchase orders placed by such customers, impair our revenues generated from such customers and have a material adverse effect on our business and financial results.
Difficulties in the fulfillment of financial obligations of one or more of our customers may have an adverse effect on our ability to consummate the collection of consideration payable under purchase orders placed by, or invoiced to, such customers under one or more Design Wins in relation to which such customers operate.
Certain customers may become significant to us. In some cases, a customer will place orders for our products under several Design Wins for the purpose of integrating our products into other systems. In other cases, a customer, especially, but not limited to, those active in the Cloud, Telco, Mobile and related markets, will place very significant orders for a single Design Win with us. Difficulties in the fulfillment of such customers’ financial obligations towards us may expose us to credit risks, may have a material adverse effect on our business, including on our ability to consummate the collection of consideration payable by, or invoiced to, such customer in connection with the Design Wins under which such customer placed orders, may lead to financial losses, may increase our collection expenses, may lead to excess inventory levels, may lead to significant write-offs, may cause legal disputes, may delay the consummation of the relevant Design Win and may ultimately lead to the reduction in the volume of orders placed under such Design Win, or even lead to the cancellation thereof. This may have a material adverse effect on our business, financial condition, and results.
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We may not be successful in achieving and consummating Design Wins for our products for the Cloud, Telco, Mobile and the service providers markets, which have constituted a main source of growth
Our ability to achieve Design Wins for our products for the Cloud, Telco, Mobile and related service providers’ markets, and to consummate the sales of our products under Design Wins achieved, is dependent on a large number of factors, many of which are out of our control. These factors include the highly competitive nature of the markets in which we operate, including the Cloud, Telco, Mobile and service providers’ markets, the long sale cycles of our products to our OEMs, Cloud, Telco and Mobile customers, as well as other factors detailed in this Item 3.D. In addition, the loss, ineffectiveness or inability to maintain our customer relationships or our inability to develop new product announcements by others.customer relationships, may have an adverse effect on our ability to achieve, secure or consummate Design Wins for our Cloud, Telco, Mobile and service providers’ related products.

Significant growth in markets demanding functionality similar to the functionality offered by certain of our products may cause manufacturers to integrate such characteristics into server motherboards or increase the market share of servers and appliances that already have such functionality in-built, eliminating the need for our add-on products.

A significant portion of our products sold are add-on adapters that are added to existing servers in order to improve their functionality. If demand for improved functionality similar to the functionalitythat of our add-on adapters increases significantly, server manufacturers may begin incorporating such functionality as a part of the basic design of their servers, thereby eliminating the need to achieve such functionality through add-on adapters. Furthermore, the market sharemarket-share of special purpose servers and appliances that already have such functionality built-in may increase, consequently reducing the market share of solutions based on servers with add-on adapters.We cannot assure youprovide assurance that such a trend will not occur in connection with our add-on adapters or any of our other products. Such a trend would have a material adverse effect on our business, results of operations and financial condition.
 
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Our OEM customers may replace the servers and appliances they currently use, withuse or sell servers and appliances that do not require our cards, and/or incorporate cards other than ours.

Many of the OEMsour customers that use and/or sell servers and appliances which include our cards do so for a few years, and then consider migration to a newer generations of appliances.generation. We cannot guarantee that our cards will be needed or selected for such new appliancesgeneration or compatible with them.it. A decision by a current OEM customer or customers to select a new server and/or appliance without including our cards in such new server and/or appliance may have a significant adverse effect on our results of operations.operations and financial condition.

We may experience difficulty in developing solutions for servers and appliances with proprietary interfaces, which may be used by some of our potential customers.

The market for networking appliancesand data infrastructure includes servers and appliances that make use of proprietary interfaces. These servers and appliances are offered to our potential customers in addition to the customary server-basedservers and appliances which use standard interfaces. Our potential customers may decide to use servers and appliances with such proprietary interfaces instead of the customary server-based appliancesstandard interfaces for which several manufacturers may provide add-on cards. There couldcan be no assurance that we would be able to develop non-standard add-on cards for servers and appliances with proprietary interfaces or, if we are successful in developing such cards, that manufacturers of the proprietary interfaces or the customers electing to use these interfaces will make use of our cards in such non-standard environments.

Our ability to accurately forecast future sales is severely limited due to the short lead time of customer orders.
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As a result of the short lead time for firm purchase orders, we are unable to accurately forecast future revenues from product sales. As a result, even dramatic fluctuation in revenue (whether increase or decrease) might not be detected until the very end of a financial quarter, which may not enable us to monitor costs in a timely manner to compensate for such fluctuation.


The short lead time of customer orders combined with the long lead time of our suppliers when ordering certain components for our products could result in either a surplus or lack of sufficient supplies and may negatively impact negatively on our finances.financial results.

While we are generally required to fill orders for our products within one or two weeks following the receipt of a firm purchase order, we mustare usually required to place orders of certain components for our products betweenwithin sixteen andto twenty weeks prior to delivery.delivery, and more recently, in many cases, even earlier, where the global supply chains are affected by the external disruptions, such as the recent attacks by the Houthi militia on Red Sea shipping lanes, and this could be further exacerbated should hostilities break out in the future, between China and Taiwan. As a result, we must have a significant amount of components in our inventory to be able to meet our best forecasts of projected purchase orders as opposed to on the basis of firm purchase orders. In the event that firm purchase orders are significantly lower than such forecasts, a significant part of our inventory will not be used and we may be unable to adjust costs in a timely manner to compensate for revenue shortfalls and in the event that firm purchase orders exceed such forecasts, we will not be able to fillfulfill such purchase orders which may lead to the loss of business from a customer.
 
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The loss of a significant customer may have a material adverse effect on us.
We depend on a small amount of customers for our products. Our top three customers accounted for approximately 35% of our revenues in 2015 (out of which our top customer accounted for approximately 20% of our revenues in 2015). We expect that a small number of customers will continue to account for a significant portion of our revenues for the foreseeable future. Loss or cancellation of business from, significant changes in deliveries to, or decreases in the prices of products sold to, one or more of our key customers has, in the past, significantly reduced our revenues for a reporting period and could, in the future, harm our margins, financial condition and business.
The loss or ineffectiveness of any of our original equipment manufacturer relationships or a reduction of purchase orders or sales efforts by such original equipment manufacturers may have a material adverse effect on our operations and financial results.

Our sales and marketing strategy is to develop and maintain strategic relationships with leading original equipment manufacturers ("OEMs") in the servers industry and server-based systems industry, which integrate our products into their systems. These OEMs are not within our control, are not obligated to purchase our products, and may select other products that may compete with our lines of products. A reduction in their sales efforts or discontinuance of sales of our products by our OEMs could lead to reduced sales and could materially adversely affect our operating results. Use of OEMs also entails the risk that they will build up inventories in anticipation of a growth in sales. If such growth does not occur as anticipated, such OEMs may substantially decrease the amount of products ordered in subsequent quarters or discontinue product orders. The termination or loss of either one of our key OEM relationships or several OEM relationships at approximately the same time, without being able to compensate this loss with sales to other OEM customers might have a material adverse effect on our operations and financial results.

We are dependent on key personnel.

Our success has been, and will be, dependent to a large degree on our ability to retain the services of key personnel and to attract additional qualified personnel in the future. Competition for such personnel is intense. There can be no assurance that we will be able to attract, assimilate or retain key personnel in the future and our failure to do so would have a material adverse effect on our business, financial condition and results of operations.

We may not be able to prevent others from claiming that we have infringed their proprietary rights.

We cannot guarantee that one or more parties will not assert infringement claims against us. The cost of responding to claims could be significant, regardless of whether the claims have merit. Significant and protracted litigation may be necessary to determine the scope of the proprietary rights of others or to defend against claims of infringement, regardless of whether the claims have merit. Although we believe that all our products use only our intellectual property, or intellectual property which is properly licensed to us, in the event that any infringement claim is brought against us and infringement is proven, we could be required to discontinue the use of the relevant technology, to cease the manufacture, use and sale of infringing products, to incur significant litigation damages, costs and expenses, to develop non-infringing technology or to obtain licenses to the alleged infringing technology and to pay royalties to use such licenses. There can be no assurance that we would be able to develop any such alternative technologies or obtain any such licenses on terms commercially acceptable to us.
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On March 2, 2012 Internet Machines LLC, a Texas limited liability company filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas (the “Court”) against numerous defendants (including many switch manufacturers) with respect to certain patents for switches, and included our US subsidiary amongst the list of defendants named in such lawsuit. The lawsuit claims that the defendants have infringed certain patents purported to be owned by Internet Machines LLC and seeks unspecified compensation for damages as well as injunctive relief. The defendants filed answers and counterclaims to the complaint asserting that they do not infringe any claims of the asserted patents and the claims of the patents are invalid and/or unenforceable. On April 28, 2015, the lawsuit was dismissed with prejudice by the Court.

Although in the past we have resolved a claim of infringement through a license agreement, the terms of which did not have a material effect on our business, any infringement claim or other litigation against us, could seriously harm our business, operating results and financial condition. While there are no other lawsuits or other claims currently pending against us or our subsidiaries regarding the infringement of patents or intellectual property rights of others, except for any such claims or legal proceedings that, if adversely determined, would not adversely affect the use or exploitation of such intellectual property right by the Company or by (i) any of our subsidiaries; (ii) our recently acquired assets from ADI Engineering, Inc.; or (iii) the creation, development, manufacturing, marketing, provision, distribution, licensing, or sale of any product or service created, developed, manufactured or otherwise provided by any of the Company, any or our subsidiaries or in relation to the assets recently acquired by us from ADI under the assets purchase agreement dated October 28, 2015, we have been a party to such claims in the past and may be party to such claims in the future.

We may not be able to protect our intellectual proprietary rights.

Our success, ability to compete, and future revenue growth are dependent and will depend, in part, on our ability to protect our intellectual property. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies and processes. Any of our existing, acquired, or future patents or other rights to our intellectual property may be challenged, invalidated or circumvented. If our intellectual property rights do not adequately protect our technology, our competitors may be able to offer products similar to ours.

In order to establish and protect the technology we use in our products, we primarily rely on a combination of non-disclosure agreements and technical measures, and to a lesser degree on patents. We enter into confidentiality arrangements with our employees, key consultants and other third parties with whom we conduct business. In addition, our employees and key consultants involved in the development of our technologies are required to sign non-compete and invention assignment agreements. We also control access to and distribution of our technologies, documentation and other proprietary information. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain or use our products, services or technology without our authorization.
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Despite perceived exclusive access to any intellectual property rights obtained via acquisition, and our best efforts during any such acquisition process to secure such rights, internal or external parties may attempt to copy, disclose, obtain or use our products, services or technology without our authorization, or others may assert infringement claims against us with respect to a product of ours which utilizes such acquired intellectual property rights.

We believe that the measures we take afford only limited protection, and accordingly, there can be no assurance that the steps we take will be adequate to prevent misappropriation of our technology or the independent development of similar technologies by others. The process of seeking patent protection may take a long time and be expensive. We cannot assure you that patents will be issued from pending or future applications or that, if patents are issued, they will not be challenged, invalidated or circumvented or that the rights granted under the patents will provide us with meaningful protection or any commercial advantage. In addition, we cannot assure you that other countries in which we market our services and products will protect our intellectual property rights to the same extent as the United States. Effective intellectual property enforcement may be unavailable or limited in some countries.  It may be difficult for us to protect our intellectual property from misuse or infringement by other companies in these countries. Our inability to enforce our intellectual property rights in some countries may harm our business and results of operations. Litigation, which could result in substantial costs to us and diversion of our resources, may also be necessary to enforce our patents or other intellectual property rights.

Further, we cannot assure you that we will at all times enforce our patents or other intellectual property rights or that courts will uphold our intellectual property rights, or enforce the contractual arrangements that we have entered into to protect our proprietary technology, which could reduce our opportunities to generate revenues.  Our confidentiality and non-competition agreements may not be enforceable and our proprietary technology may not remain a secret. Others may develop similar technology and use this technology to compete with us. Despite our efforts to protect our proprietary rights, former employees and other unauthorized parties may attempt to copy aspects of our products or obtain and use information that we regard as proprietary.

Loss of our sources for certain key components could harm our operations.

Although we generally use standard parts and components for our products, certain key components used in our products are currently available from only one source, and others are available from a limited number of sources, on which we depend. Nevertheless, we believe that we maintain a sufficient inventory of these components to protect against delays in deliveries. However, we cannot guarantee that we will not experience delays in the supply of critical components in the future or that we will have a sufficient inventory of critical components at such time to produce products at full capacity. For example, a key component in many of our cards is manufactured by Intel, one of our competitors. While we have not encountered difficulties in purchasing such components from Intel's distributors, we cannot guarantee that we will continue to be able to purchase such components without delays or at reasonable prices. In the event that we are not able to purchase key components of our products from our limited sources, or are able to purchase these key components only under unreasonable terms, we may need to redesign certain products. We cannot guarantee that we will have adequate resources for such a redesign or that such a redesign will be successful. Such inability to obtain alternative resources or to successfully redesign our products could have a material adverse effect on our business, results of operations and financial condition.
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Inability to receive information from our key component manufacturers could affect our ability to develop new products required by our OEM customers and by the industry in which we operate.

Our products are based on networking controllers which are manufactured by eitherBroadcom, Cavium or Intel. In order to design our products, we need to receive information that enables us to design products with the use of such controllers. There can be no assurance that we will continue to receive all the information required for designing products with the use of new controllers continuously released by the above mentioned companies. Intel and Cavium are our competitors and Broadcom may also compete with our products. Such competition may also affect their decisions regarding the sharing of information with us. The inability to obtain such information may adversely affect our ability to develop new products required by our OEM customers and by the industry in which we operate.

Our networking and data infrastructure solution products which are sold by us mainly to OEMs, are characterized by long sales cycles.

We sell our networking and data infrastructure solution products mainly to original equipment manufacturers, or OEMs. The decision making process of our OEM customers includes several time consuming processes, resulting from the critical importance of our products in their systems. They need to define the required configuration of their server system/appliance, derive the need and type of adapters or other add-on products, evaluate our products, intensively test and qualify our products and then (or in parallel) negotiate the terms for a purchase. It may therefore take 12 months or more from the time we first contact a prospective customer before such customer implements our cards in its system constituting what is known as a Design Win. Additionally, once a Design Win for one of our products is secured, our sales of these products typically involve significant capital investment decisions by prospective end customers, as well as a significant amount of time to educate such end customers as to the benefits of systems and appliances that include our products. As a result, before purchasing systems and appliances which include our products (and consequently facilitating sales of our products), companies spend a substantial amount of time performing internal reviews and obtaining capital expenditure approvals, consequently lengthening the period of time required for a Design Win to mature into consistent sales. These long sales cycles make it difficult to predict when and to what extent discussions with potential customers will materialize into sales and could cause our revenue and operating results to fluctuate widely from period to period. In addition, our allocation of significant resources to potential sales opportunities that do not materialize into sales could have a material adverse effect on our business, results of operations and financial condition.
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We may make acquisitions or pursue mergers that could disrupt our business and harm our financial condition.

As part of our business strategy, we have sought and may continue to seek to invest in or acquire other businesses, technologies or assets, and we may enter into joint ventures or other strategic relationships with third parties.

We may assume liabilities, incur amortization expenses related to intangible assets or realize large and immediate write-offs in connection with future acquisitions. In addition, the future valuation of these acquisitions may decrease from the market price paid by us, which may result in the writing-off, or impairment, of the relevant assets. In addition, 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 merged 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; and
·Loss of key employees of the acquired operations.

We cannot be certain that any acquisition or merger will be successful. If the operation of the business of any acquisition or merger disrupts our operations, our business may suffer. In addition, even if we successfully integrate the acquired business with our own, we may not receive the intended benefits of the acquisition.

We may be subject to risks associated with laws, regulations and customer initiatives relating to the environment, conflict minerals or other social responsibility issues, which may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.

The Dodd-Frank Wall Street Reform and Consumer Protection Act included disclosure requirements regarding the use of "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries (“DRC”) and procedures regarding a manufacturer's efforts to prevent the sourcing of such "conflict" minerals. These requirements will require companies to diligence, disclose and report whether or not such “conflict” minerals originate from the DRC. The implementation of these requirements could adversely affect the sourcing, availability and pricing of minerals such as cassiterite, wolframite, coltan, and gold which are used in the manufacture of certain components used in our products. As a result, this could limit the pool of suppliers who can provide us DRC "conflict free" components and parts, and we may not be able to obtain DRC "conflict free" products or supplies in sufficient quantities for our operations. Also, because our supply chain is complex, we may face reputational challenges with our customers, shareholders and other stakeholders if we are unable to sufficiently verify the origins for the minerals used in our products.  In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products. For additional information see "Item 4 Information on the Company – Business Overview."
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Risks RelatingRelated to Operations in Israel and Internationally
 
The dollar cost of our operations in Israel may increase to the extent any increases in the rate of inflation in Israel are not offset by a devaluation of the NIS in relation to the dollar.

Inflation in Israel decreased steadily during 2023 and was 3% on an annualized basis. Any increase in the rate of inflation in Israel, unless the increase is offset on a timely basis by a devaluation of the NIS in relation to the dollar, may increase labor and other costs, such as our property lease agreements, which will increase the dollar cost of our operations in Israel and may harm our results of operations.
The tax benefits available to us under Israeli law require us to meet several conditions and may be terminated or reduced in the future, which would increase our taxes.

Our production facilities have been granted "Approved Enterprise"“Approved Enterprise” or "Benefited Enterprise"“Benefited Enterprise” or “Preferred Enterprise” status in past years and we currently holdreport as a "Preferred Enterprise" status and since“Preferred Technological Enterprise”, under the Encouragement of Capital Investments Law, 5719-1959 (the “Law”), and as such, we are entitled to certain tax benefits. ToIn order to be eligible for these tax benefits, we must meet certain conditions. If we fail to meet these conditions in the future, the tax benefits could be reduced or canceled and we could be required to refund any tax benefits we might already have received.canceled. These tax benefits may not be continued in the future at their current levels, or at any level. In recent years, the Israeli government has reduced the benefits available and has indicated that it may further reduce or eliminate some of these benefits in the future. The termination or reduction of these benefits may increase our income tax expense in the future. To the best of our knowledge, to date we have met the conditions for benefits under each of our "Approved Enterprise" and "Benefited Enterprise" plans and under our "Preferred Enterprise"“Preferred Technological Enterprise” status in all material respects. There can be no assurance, however, that we will continue to meet such conditions in the future. If these tax benefits are reduced, cancelled, or discontinued, our Israeli taxable income would be subject to regular“regular” Israeli corporate tax rates. The standard corporate tax rate for Israeli companies in 2013 was 25.0%, was increased to 26.5% for 2014 and 2015 and reduced to 25% in 2016 and thereafter.of 23%. See Item“Item 10 "Additional– Additional Information – Taxation – Law for the Encouragement of Capital Investments 1959"Law, 1959” for more information about our "Benefited Enterprise"“Preferred Technological Enterprise” status.

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The recent Amendment Number 7government programs and benefits, which we previously received, require us to meet several conditions in order to transfer intellectual property and know-how developed using government funding abroad, or in order to consummate a change of control.
We received grants from the Israeli EncouragementGovernment of Industrial Research and Development Law, 1984 may cause ambiguity regarding its implementation and have an adverse effect onIsrael through programs with the Company

On July 29, 2015, the Israeli Parliament, the Knesset, enacted Amendment Number 7 to the Israeli Encouragement of Industrial Research and Development Law, 1984 (the "R&D Law" and the "R&D Amendment", respectively). The R&D Amendment, effective as of January 1, 2016 amends material provisions of the R&D Law, such as royalty rates, changes to royalty rates upon transfer of manufacturing rights abroad etc., leaves substantial discretion with a new authority which shall be established to replace the current Office of the Chief Scientist of the Israeli Ministry of Economy and Industry (known as the Israel Innovation Authority, or the “IIA”) under the Israeli Law for the Encouragement of Industrial Research, Development and Technological Innovation, 1984, and related regulations (the "OCS"“R&D Law”).
The R&D Law and includes only guidelinesthe IIA impose certain limitations with respect to sometransfer of the core issues of the R&A Law, thus currently causing much ambiguitymanufacturing rights and know-how, as well as to the implementationchange of the R&D Amendment and its effect oncontrol in companies which developed know-how using funds receivedreceive government funding from the OCS. In addition, it is still not clear ifIIA. Under the R&D Amendment will have a retroactive effect,IIA rules, the IIA needs to be notified of any offering and the IIA grants and attendant restrictions need to be disclosed in any applicable prospectus. Companies which received governmental funding from the IIA are also subject to increased payment obligations with respect to outsourcing or transferring development or manufacturing activities with respect to any product or technology developed using IIA funding outside of Israel, which may impair our ability to sell such technology assets outside of Israel or to outsource, transfer development, or manufacturing activities with respect to any such product or technology outside of Israel, or impose difficulties in consummation of a change of control in the terms of grants previously received from the OCS.Company.
 
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The political environment and hostilities in Israel could harm our business.

Since the establishment of the State of Israel in 1948, a state of hostility has existed between Israel and the Arab countries in the region. This state of hostility has varied in degree and intensity over time. There has also been conflict and unrest between Israel, the Palestinian Authority and certain terrorist groups operating within the Palestinian Authority and Lebanon. In addition, internal
Also, Israel has been engaged, from time to time, in armed conflicts within neighboring counties such as Egyptwith terror groups Hamas and Syria also affect Israel, both directly and indirectly. A significant increase in violence began in September 2000 and has continued with varying levels of severity through 2013, such as Israel’s war with the Hezbollah, militant group in July and August of 2006. In December 2008 and January 2009 there was an escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as extensive hostilities along Israel’s borderIranian-backed militias in Syria and Yemen. These conflicts involve missile strikes against civilian targets in the southern and northern parts of Israel in particular and have also involved such missile strikes against central parts of Israel.
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On 7 October 2023, Hamas terrorists infiltrated into Israel from Gaza and carried out a terrorist attack on Israeli communities leading to more than 1200 Israeli deaths. Israeli forces subsequently cleared Israel of Hamas forces and began a concerted counter-attack in Gaza, the stated aim of which was to destroy Hamas. The Israeli government has declared that Israel is at war. There have also been frequent missile attacks from Hezbollah in Lebanon towards the north of Israel with Israeli military responses, missile attacks towards the Gaza Strip, which resulted in missiles being firedsouth of Israel from the Gaza Strip into Southern Israel. Similar hostilities accompaniedHouthis in Yemen.
In April 2024, Iran launched a missile and drone attack on Israel, which was largely intercepted by missiles being fired from the Gaza Strip into SouthernIsraeli air defenses, and Israel as well at areas more centrally located near Tel Aviv and at areas surrounding Jerusalem, occurred during November 2012. During the summer of 2014, another escalation in violence among Israel, Hamas, the Palestinian Authority and other groups took place. This escalation became known as "Operation Protective Edge", which resulted in missiles being fired from the Gaza Strip into Southern and Central Israel, as well as civil insurrection of Palestinians in the West Bank. In October 2015, Israel encountered another escalation in violenceresponded with the Palestinian population, which resulted in clashesa limited strike on an Iranian military facility. While no additional direct military action between Israel and armed Palestinians onIran is anticipated over the border with Gaza, innear term, it is possible that hostilities will escalate into a war between the West Bank and in Israeli cities. Since February 2011, Egypt has experienced political turbulence and an increase in terrorist activity in the Sinai Peninsula, following the resignation of Hosni Mubarak as president. This included protests throughout Egypt, and the appointment of a military regime in his stead, followed by the elections to parliament which brought groups affiliated with the Muslim Brotherhood (which had been previously outlawed by Egypt), and the subsequent overthrow of this elected government by a military regime instead. Such political turbulence and violence may damage peaceful and diplomatic relationscountries.
The war between Israel and Egypt,Hamas, the potential for a further conflagration on Israel’s norther border with Hezbollah and couldwith Iran-backed Syrian militias, and with Iran itself, and the other factors mentioned above, raise a concern as to the stability in the region, which may affect the region as a whole. Similar civilpolitical and security situation in Israel and therefore could adversely affect our business, financial condition and results of operations.
Civil unrest and political turbulence hashave occurred in many other countries in the region, including Syriathose which sharesshare a common border with Israel, and is affecting the political stability of those countries. Since April 2011, internal conflict in Syria has escalated, and evidence indicates that chemical weapons have been used in the region. Intervention may be contemplated by outside parties in order to prevent further chemical weapon use. This instability and any intervention may lead to deterioration of the political and economic relationships that exist between the State of Israel and some of these countries, and may have the potential for additional conflicts in the region. In addition, Iran has threatened to attack Israel and is widely believed to be developing nuclear weapons. Iran is also believedand to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon.Lebanon, the Houthis in Yemen and various militias in Syria. Iran is known to support the government of Syria in its battles against various rebel militia groups in Syria. Furthermore, 2014 saw
Any further escalation of the rise of an Islamic fundamentalist group, known as ISIS. Following swift conquering operations, ISIS gained control of vast areasarmed conflict, especially with Hezbollah in the Middle East, including in Iraq and Syria, which contributed to the turmoil experienced in these areas. As a result, the United States armed forces have engaged in limited operations to eradicate ISIS and recently, Russia's armed forces have also engaged in limited operations to defeat ISIS and other rebel groups operating in Syria. These situations may potentially escalate in the future to more violent events which may affect Israel and us. Furthermore, several countries still restrict tradeIsrael’s north or with Israeli companies and additional countries may impose such restrictions as a result of changes in the military and/or political conditions in Israel and/or the surrounding countries, which may limit our ability to make sales in, or purchase components from, those countries. Any future armed conflict,Iran directly, political instability, continued violence in the region or restrictions could have a material adverse effect on our business, operating results and financial condition. While such hostilities did not in the past have a material adverse impact on our business, we cannot guarantee that hostilities will not be renewed and have such an adverse effect on our business in the future. The political and security situation in Israel may result in parties with whom we have contracts claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions.
Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could adversely affect our operations and could make it more difficult for us to raise capital or obtain components used in our products. Since many of our facilities are located in Israel, we could experience serious disruptions if acts associated with this conflict result in any serious damage to our facilities. Any insurance coverage we may have may not adequately compensate us for losses that may occur and any losses or damages incurred by us could have a material adverse effect on our business. Any future escalation of the armed conflict or political instability in the region would likelycould negatively affect business conditions and harm our results of operations.
 
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Furthermore, several countries still restrict trade with Israeli companies and additional countries may impose such restrictions as a result of changes in the military and/or political conditions in Israel and/or the surrounding countries, which may limit our ability to make sales in, or purchase components from, those countries. In addition, such boycott, restrictive laws, policies, or practices may change over time in unpredictable ways, and could, individually or in the aggregate, have a material adverse effect on our business in the future. Should the BDS Movement, the movement for boycotting, divesting and sanctioning Israel and Israeli institutions (including universities) and products become increasingly influential in the United States, Europe and around the world, this may also adversely affect our business and financial condition.
 
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In 2023, the current Israeli government pursued radical reform to Israel’s judicial system. In response to such developments, Israel saw mass civilian protests and individuals, organizations, and financial institutions, both within and outside of Israel, voiced concerns that the proposed changes may negatively impact the business environment in Israel. One such proposed change, the curtailment of the judiciary’s use of the 'reasonableness doctrine', was passed into law in July 2023, before being subsequently struck down by Israel’s Supreme Court. Since October 2023, the Israeli government has agreed not to pursue the proposed reforms while the current war in Gaza and unrest in the north of Israel continues. However, should the reforms be reinstated, civil unrest and mass protest may resume, and the prospect of a constitutional crisis in light of the Supreme Court ruling, may materialize. To the extent that the war in Gaza continues, the conflict in the north of Israel escalates, or any of these negative developments occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors, and to attract or retain qualified and skilled “talents” and personnel. We can give no assurance that the political, economic and security situation in Israel will not have a material adverse impact on our business in the future.
 
Many of our employees in Israel are required to perform military reserve duty.

All non-exempt male adult citizens and permanent residents of Israel under the age of 40, or older for reserves officers or citizens with certain occupations, as well as certain female adult citizens and permanent residents of Israel, are obligated to perform military reserve duty and may be called to active duty under emergency circumstances. In recent years, there have been significant call-ups of military reservists, and it is possible that there will be additional call-ups in the future. In the first few weeks of the war with Hamas in October 2023, Israel called up approximately 360,000 military reservists, Israel’s largest call up of reservists in recent history. While many reservists have since been released, a significant number remain mobilized and more may be called up should hostilities escalate. While we have operated effectively despite these conditions in the past,to-date, we cannot assess what impact any deterioration of these conditions may have in the future, particularly if emergency circumstances arise. Our operations could be disrupted by the absence for a significant period of one or more of our executive officers or key employees or a significant number of our other employees due to military service. Any disruption in our operations would harm our business.

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Exchange rate fluctuations and international risks could increase the cost of our operations.

Approximately 97%95% of our international sales are denominated in U.S. dollarsDollars and may be subject to government controls and other risks, including, in some cases, export licenses, federal restrictions on export, currency fluctuations, armed conflict, political instability, trade restrictions, and changes in tariffs and freight rates. Our U.S. dollar costs in Israel and Denmark will increase further to the extent that inflation in Israel andand/or Denmark exceeds the devaluation of the NIS andand/or Danish Krone ("DKK"), respectively, against the dollar, if the timing of such devaluation lags behind inflation in Israel and/or Denmark, or if the dollar devalues against the NIS and/or DKK.
 
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We are affected by worldwide downturns in industries based on technology.

The volatility in the securities markets discussed above and its effect on high-technology companies may have a ripple effect on our performance. In the downturn which the markets experienced beginning in 2001, technology companies dealing in communications and computers were severely affected and some were forced to cease operations. We felt the effects of this downturn in 2001 through 2003. We were also affected by the downturn in the economic markets which began in 2008, posing a risk to industries based on technology as well as the overall economy. We can give no assurance that our results will not be affected on a going forward basis by any economic downturns.
General economic conditions may adversely affect the Company’s results.
Uncertainty in global economic conditions, including any disruption in financial and credit markets, pose a risk to the overall economy that could impact demand for our and our customers’ products, as well as our ability to manage commercial relationships with our customers, suppliers and creditors. If the global economic situation worsens, our business could be negatively impacted, including such areas as reduced demand for our products and services, or supplier or customer disruptions, which could reduce our revenues or our ability to collect our accounts receivable and have a material adverse effect on our financial condition and results of operations.

Risks Related to our Ordinary Shares
We are affected by volatility in the securities markets.

The securities markets in general have experienced volatility which has particularly affected the securities of many high-technology companies and particularly those in the fields of communications, software and internet, including companies that have a significant presence in Israel. This volatility has often been unrelated to the operating performance of these companies and may cause difficulties in raising additional financing required to effectively operate and develop their businesses. Such difficulties and the volatility of the securities markets in general may affect our financial condition and results.
We may experience a decline in our share price and there is no guarantee that our share price will rise at all.
Our share price fell during recent periods of uncertainty in global economic conditions and we expect it to continue to be affected by such uncertainty to the extent that it continues. We cannot assure you that our share price will stabilize, or not decline, in the coming fiscal year.

We may not be able to fulfill our dividend policy in the future.
We have announced a dividend policy for distributing up to 50% of our annual distributable profits as a dividend. Our Board of Directors declared a dividend for 2012 which was distributed in April 2013, for 2013 which was distributed in April 2014, for 2014 which was distributed in April 2015 and for 2015 which was distributed in April 2016. Our ability to distribute dividends in the future may be adversely affected by the risk factors described in this report. As part of the stated dividend policy the Company's Board of Directors reserves the right to declare additional dividend distributions, to change the rate of dividend distributions (either as a policy or on a one-time basis), to cancel a specific distribution or to cancel the policy as a whole at any time, at its sole discretion. Any dividend will depend on our earnings, capital requirements, financial condition and other business and economic factors affecting us at the time as our board of directors may consider relevant. Our ability to pay cash dividends may be restricted by instruments governing any of our obligations. We are restricted by Israeli law to pay dividends in any fiscal year only out of “profits,” as defined by the Israeli Companies Law, unless otherwise authorized by an Israeli court, and provided that the distribution is not reasonably expected to impair our ability to fulfill our outstanding and expected obligations. There is no assurance that we will be able to continue paying dividends or increase our payment of dividends in the future, nor is there any assurance that our Board of Directors will not change our dividend policy in the future. If we are unable to fulfill our stated dividend policy, or pay dividends at levels anticipated by investors in our shares, the market price of our shares may be negatively affected and the value of our shareholders’ investment may be reduced. See “Item 8.A Consolidated Statements and Other Financial Information”, under the caption “8A – Dividend Policy” for additional information regarding the payment of dividends.
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If we fail to meet continued listing standards of NASDAQ, our shares may be delisted, which could have a material adverse effect on the liquidity of our shares

Our ordinary shares are currently traded on the Nasdaq Global Select Market. The NASDAQ has requirements that a company must meet in order to remain listed on NASDAQ. In particular, NASDAQ rules require us to maintain a minimum bid price of $1.00 per share of our ordinary shares. If the closing bid price of our common stock were to fall below $1.00 per share for 30 consecutive trading days or we do not meet other listing requirements, we would fail to be in compliance with NASDAQ’s listing standards. There can be no assurance that we will continue to meet the minimum bid price requirement, or any other requirement in the future. If we fail to meet the minimum bid price requirement, The NASDAQ Stock Market may initiate the delisting process with a notification letter. If we were to receive such a notification, we would be afforded a grace period of 180 calendar days to regain compliance with the minimum bid price requirement. In order to regain compliance, our ordinary shares would need to maintain a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive trading days. If our ordinary shares were to be delisted, our liquidity would be adversely affected and our market price could decrease.

The trading volume of our shares has been low in the past and may be low in the future, resulting in lower than expected market prices for our shares.

Our shares have been traded at low volumes in the past and may be traded at low volumes in the future for reasons related or unrelated to our performance. This low trading volume may result in lower than expected market prices for our ordinary shares and our shareholders may not be able to resell their shares for more than they paid for them.
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Israeli courts might not enforce judgments rendered outside of Israel.

We are incorporated in Israel. All of our executive officers and all of our directors are non-residents of the United States, and a substantial portion of our assets and the assets of these persons are located outside the United States. Therefore, it may be difficult to enforce a judgment obtained in the United States against us or any such persons. It may also be difficult to enforce civil liabilities under U.S. federal securities laws in original actions instituted in Israel. However, subject to certain time limitations, Israeli courts may enforce U.S. final executory judgments for liquidated amounts in civil matters obtained after due trial before a court of competent jurisdiction (according to the rules of private international law currently prevailing in Israel) which enforces similar Israeli judgments, provided that the requisite procedural and legal requirements are adhered to.
If a foreign judgment is enforced by an Israeli court, it generally will be payable in NIS, which can then be converted into foreign currency at the rate of exchange of such foreign currency on the date of payment. Pending collection, the amount of the judgment of an Israeli court stated in NIS (without any linkage to a foreign currency) ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate prevailing at such time. Judgment creditors bear the risk of unfavorable exchange rates.
 
Risks Related to our Ordinary Shares
We may experience a decline in our share price, including during periods of uncertainty in global economic conditions, and there is no guarantee that our share price will remain stable or not decline.
In the past, our share price has declined, including during periods of uncertainty in global economic conditions, and we may be affected by, among others, downturn in economic conditions. We cannot assure you that our share price will remain stable or not decline in the future.
We may not be able to distribute dividends in the future.
On January 14, 2013, we announced a dividend policy for distributing up to 50% of our annual distributable profits as a dividend. As part of the stated dividend policy the Company's Board of Directors reserved the right to declare additional dividend distributions, to change the rate of dividend distributions (either as a policy or on a one-time basis), to cancel a specific distribution or to cancel the policy as a whole at any time, at its sole discretion. On March 15, 2018, our Board of Directors adopted a resolution to suspend until further notice the said dividend policy.
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Our ability to distribute dividends in the future may be adversely affected by the risk factors described in this report. Any dividend will depend on our earnings, capital requirements, financial condition and other business and economic factors affecting us at the time as our board of directors may consider relevant. Our ability to pay cash dividends may be restricted by instruments governing any of our obligations. We are restricted by Israeli law to pay dividends in any fiscal year only out of "profits", as defined by the Companies Law, unless otherwise authorized by an Israeli court, and provided that the distribution is not reasonably expected to impair our ability to fulfill our outstanding and expected obligations. There is no assurance that we will be able to pay dividends or increase our payment of dividends in the future, nor is there any assurance that our Board of Directors will not further change or cancel our dividend policy in the future. If we are unable to pay dividends at levels anticipated by investors in our shares, the market price of our shares may be negatively affected and the value of our shareholders' investment may be reduced. See "Item 8.A. – Consolidated Statements and Other Financial Information", under the caption "A8. – Dividend Policy" for additional information regarding the payment of dividends.
If we fail to meet continued listing standards of NASDAQ, our shares may be delisted, which could have a material adverse effect on the liquidity of our shares.
Our ordinary shares are currently traded on the NASDAQ Global Select Market. The NASDAQ has requirements that a company must meet in order to remain listed on NASDAQ. In particular, NASDAQ rules require us to maintain a minimum bid price of US$ 1.00 per share of our ordinary shares. If the closing bid price of our common stock were to fall below US$ 1.00 per share for 30 consecutive trading days or we do not meet other listing requirements, we would fail to be in compliance with NASDAQ's listing standards. There can be no assurance that we will continue to meet the minimum bid price requirement, or any other requirement in the future. If we fail to meet the minimum bid price requirement, the NASDAQ Stock Market may initiate the delisting process with a notification letter. If our ordinary shares were to be delisted, our liquidity would be adversely affected and our market price could decrease.
The trading volume of our shares has been low in the past and may be low in the future, resulting in lower than expected market prices for our shares.
Our shares have been traded at low volumes in the past and may be traded at low volumes in the future for reasons related or unrelated to our performance. This low trading volume may result in lower than expected market prices for our ordinary shares and our shareholders may not be able to resell their shares for prices equal to or higher than the price for which they were purchased.
If we are characterized as a passive foreign investment company for U.S. federal income tax purposes, our U.S. shareholders may suffer adverse tax consequences.

We will be a passive foreign investment company, or PFIC, if 75% or more of our gross income in a taxable year, including our pro-rata share of the gross income of any company, U.S. or foreign, in which we are considered to own, directly or indirectly, 25% or more of the shares by value, is passive income. Alternatively, we will be considered to be a PFIC if at least 50% of the value of our assets in a taxable year, quarterly averaged over the year and ordinarily determined either based on fair market value or adjusted bases  and including our pro-rata share of the assets of any company in which we are considered to own, directly or indirectly, 25% or more of the shares by value, is attributable to assets that produce or are held for the production of or produce, passive income. If we were to be a PFIC, and a U.S. Holder does not make an election to treat us as a “qualified"qualified electing fund,”fund", or QEF, or a “mark-to-market”"mark-to-market" election, “excess distributions”"excess distributions" to a U.S. Holder, and any gain recognized by a U.S. Holder on a disposition or our ordinary shares, would be taxed in an unfavorable way. Among other consequences, gains recognized by the U.S. Holder on the sale of our shares would be allocated pro-rata over the U.S. Holder’s holding period for the shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or the highest rate in effect for corporations, as appropriate for that taxable year, and certain "interest" charges may apply. In addition, our dividends, to the extent that they constituted excess distributions,constitute "excess distributions", would be taxed atin the regular rates applicable to ordinary income,same manner as gain on the sale or other disposition of our shares, rather than the 15%20% maximum rate applicable to certain dividends received by an individual from a qualified"qualified foreign corporation, and certain "interest" charges may apply. In addition, gains on the sale of our shares would be treated in the same way as excess distributions.corporation". The tests for determining PFIC status are applied annually and it is difficult to make accurate predictions of future income and assets, which are relevant to the determination of PFIC status. In addition, under the applicable statutory and regulatory provisions, it is unclear whether we would be permitted to use a gross loss from sales (sales less cost of goods sold) to offset our passive income in the calculation of gross income.
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As a result of our substantial cash position, if the value of our shares declines, there is a substantial risk that we will be classified as a PFIC under the asset test described above. There can be no assurance that we will not be classified as a PFIC by the U.S. Internal Revenue Service. In light of the uncertainties described above, no assurance can be given that we will not be a PFIC in any year. A U.S. Holder who makes a QEF election is taxed currently on such holder's proportionate share of our earnings.earnings, including both ordinary income and net capital gain. If the IRS determines that we are a PFIC for a year with respect to which we have determined that we were not a PFIC, however, it might be too late for a U.S. Holder to make a timely QEF election, unless the U.S. Holder qualifies under the applicable Treasury regulations to make a retroactive (late) election. U.S. Holders who hold ordinary shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC, subject to exceptions for U.S. Holders who made a timely QEF or mark-to-market election, or certain other elections. We do not currently intend to prepare or provide the information that would enable you to make a Qualified ElectionElecting Fund election. Accordingly, our shareholders are urged to consult their tax advisors regarding the application of PFIC rules.
 
General Risk Factors
We may be affected by global economic trends such as recession, rising inflation, rising interest rates, economic slowdown, etc.

       Recent inflation, geopolitical issues, including hostilities which could break out between China and Taiwan in the future, the war in Gaza and threats from Hezbollah in Lebanon and the Houthis in Yemen, increases in energy costs, high interest rates, unstable global conditions and changes in currency exchange rates have led to global economic instability. Such changes, and their impact on the global macro-economic environment, may adversely affect our business, operating results, and financial condition.
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Despite the recent steady decrease, inflation rates remain high relative to previous years in the markets in which we operate which may lead us to experience higher operating costs, as well as a decrease in demand. Our suppliers may raise their prices and, in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability due to market conditions and competitive dynamics. Additionally, should we attempt to increase the price of any of our products, such increase may not be accepted by our customers. Further, high interest rates, and any additional increases in interest rates, may lead our customers, to experience higher financing costs, which may, in turn, negatively impact on investment decisions relating to networking infrastructures, thereby adversely affecting our business, financial condition and results of operations. In the event of a global recession or certain other economic conditions we may be forced to materially reduce our expenses. As a result, we may have difficulty achieving continued profitability during a protracted slowdown.
It is difficult to make accurate forecasts regarding our revenues for the near term. This is due to a challenging mixed-signal environment that is impacted both by the global economic slowdown and the continuing effects of the loosening of the supply chain (which has followed a long period of global component shortages, which resulted in customers building up significant inventories). The reversal of supply chain tightness, has resulted on occasion and may continue to result in customers drawing on their existing inventory stock and cancelling or postponing open purchase orders, which could negatively affect our revenues. In addition, the negative effects of such trends could be exacerbated, for example, if we are unable to sell parts of our inventory, and/or in the event that component market prices fall below book value of inventories we hold, resulting in losses, due to devaluation of such held inventories. This could have an adverse effect on our costs and results of operations.
Environmental, social and governance matters may impact our business and reputation.
 
26Customers and potential customers are increasingly using ESG screening criteria in making their business decisions, to provide information relating to our environmental, social and governance, or ESG, practices. Our failure, or perceived failure, to pursue or fulfill ESG goals, targets and objectives, or to satisfy various ESG reporting standards, may harm our reputation, impact our relationships with our customers and could adversely affect our business.
Additionally, as ESG best practices, reporting standards and disclosure requirements continue to develop, we may incur increasing costs related to ESG monitoring and reporting.
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Loss of our sources for certain key components could harm our operations.
Although we generally use standard parts and components for our products, certain key components used in our products are currently available from only one source, and others are available from a limited number of sources, on which we depend. Nevertheless, we believe that we maintain a sufficient inventory of these components to protect against delays in deliveries. However, we cannot guarantee that we will not experience delays in the supply of critical components in the future or that we will have a sufficient inventory of critical components at such time to produce products at full capacity, especially due to disruptions to global supply chains, including those related to certain critical components relating to the production of our products, as detailed above. For example, a key component in many of our cards is manufactured by Intel. While we have not encountered difficulties in purchasing such components from Intel's distributors, we cannot guarantee that we will continue to be able to purchase such components without delays or at reasonable prices. In the event that we are not able to purchase key components from our limited sources, or can only purchase these key components under unreasonable terms, we may need to redesign certain products. We cannot guarantee that we will have adequate resources for such a redesign or that such a redesign will be successful. Such inability to obtain alternative resources or to successfully redesign our products could have a material adverse effect on our business, results of operations, and financial condition.

The markets for our products change rapidly and demand for new products is difficult to predict and may affect our ability to commercialize our solutions.
The markets for our products are characterized by rapidly changing technology and evolving industry standards. For example, the migration to higher line rate Ethernet solutions, the adaptation of new bus interfaces and increased use of emerging technologies such as Cloud, Virtualization, NFV, SD-WAN and 5G , may cause some of our customers to demand such new products and technologies. In the event that such customers decide to begin using new technologies, we may not be able to develop products for the new technologies in a timely manner. Such customers may also select competing products despite our ability to develop products incorporating new technologies. For example, with the shift towards running applications in the Cloud we anticipate that the demand will grow for add-on adapters and products which address the challenges presented by the Cloud, such as a switch in every server, hardware acceleration, power, heat and space limitations in such environments, which increase the need for essential building blocks in generic servers, which can potentially be served by our products. Another example is related to the NFV, SD-WAN, and 5G market sectors, in which our CPE/EDGE (as defined below), as well as our networking, offloading and acceleration related FPGA solutions may have significant demand. While we have announced the securing of several Design Wins relating to such aforementioned solutions, there is no assurance that our customers will continue to buy such solutions from us or that we will be able to generate significant sales in these areas in the long run. If we do not generate significant sales in these areas we may accumulate unusable inventory which can be used only with older technologies. We intend to continue investing in product and technology development. Although we expect growing sales in our new market segments, there can be no assurance that we will continue to be successful in the marketing of our current products and in developing, manufacturing and marketing enhanced and new products in a timely manner. Any decrease in the price of, or demand for, any of our products or solutions could have a material adverse effect on our business, results of operations and financial condition.
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The market for our products is highly competitive and some of our competitors may be better positioned than us.
The market for our products is highly competitive. We face competition from numerous companies, some of whom are more established, benefit from greater market recognition and have greater financial, production and marketing resources than we do. For example, as further detailed in "Item 4.B – Business Overview – Competition", with respect to Server Adapters, our main competitors are Nvidia, Intel, and Broadcom. However, we believe these companies are targeting mostly major accounts and we believe rarely offer customized solutions, while we target accounts of all sizes, with a broader product offering and with various interfaces and form factors.
In the Smart Cards products sector, our competition is fragmented and differs with respect to the specific solution being offered by us. In this sector, Marvel, Nvidia, Netronome, Napatech, Molex, Lanner and Caswell compete with certain of our Smart Cards. In some cases of FPGA based cards, Intel and AMD also compete with our Smart Cards, however, similarly to the Server Adapters space, they target mostly the larger accounts and only with mainstream products, while for other accounts they cooperate with us.
In the Smart Platforms products sector, our main competitors are Caswell, Lanner, Advantech and Nexcom.
There may be other solutions which might also compete with our products. We cannot guarantee that our present or contemplated products will continue to be distinguishable from those of our competitors or that the marketplace will find our products preferable to those of our competitors. Furthermore, there can be no assurance that competitive pressures will not result in price reductions that could materially adversely affect our business, results of our operations and financial condition.
We may need to invest significantly in research and development and business development in order to diversify our product offering and enter new markets.
Most of our revenues are generated from the sale of our networking and data infrastructure solution products. The technology industry in which we operate is characterized by rapid technological changes, frequent new product introductions, changes in customer requirements and evolving industry standards. While these changes could lead to a reduction in the demand for our existing products, they could also create an opportunity for us to expand our product offering to our existing customers and to new customers. Accordingly, our future success may depend on our ability to diversify our product offering and enter new markets, which could involve numerous risks, including:
Substantial research and development and business development expenditures, which could divert funds from other corporate uses and/or have a significant negative effect on our short-term results;

Diversion of management's attention from our core business; and

Entrance into markets in which we have little or no experience.

There can be no assurance that we will be able to successfully complete the development and market introduction of new products and no assurance that we will be able to successfully enter new markets. This could have a material adverse effect on our business, results of operations and financial condition.
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We may experience difficulty in developing new and commercially successful products at acceptable release times.
We conduct extensive research, development and engineering activities. Our efforts emphasize our view of the importance of and the need for the development of new products, cost reduction of current products, and enhancement of existing products in response to rapidly changing customer preferences, technologies, and industry standards. We cannot guarantee the continued success of our efforts, or that our products will continue to be widely accepted by the marketplace or that any of our ongoing development efforts will result in other commercially successful products, that such products will be released in a timely manner or at a competitive price, or that we will be able to respond effectively to technological changes or new product announcements by others. Additionally, this may be exacerbated due to the spread of global pandemics, as detailed above, due to some of our employees being infected or quarantined along with any periodically imposed lockdowns and travel limitations or by a call-up of some of our employees to reservist military duty. Such difficulties along with a material delay in our ability to release new products, may have a material adverse effect on our business, results of operations and financial condition.
Our short lead time of customer orders introduces uncertainty into our revenues and severely limits our ability to accurately forecast future sales.
Our sales are made on the basis of purchase orders placed from time-to-time pursuant to Design Wins which create long-term pressures on us to prepare sufficient inventory to meet purchase orders for which our customers typically require a short lead time. The unpredictability of whether customers will place the expected volume of purchase orders, or whether they will defer previously made purchase orders, creates uncertainty. The tension between the long lead time required for us to prepare our inventory and production facilities and the short lead time typically required in firm purchase orders introduces uncertainty into our revenue and production forecasts and business planning, and leads to our inability to accurately forecast future revenues from product sales. As a result, even dramatic fluctuation in revenue (whether an increase or decrease) might not be detected until the very end of a financial quarter, which may not enable us to monitor and mitigate costs in a timely manner in order to compensate for such fluctuation.
The fluctuations in components' lead time and price may adversely affect our business.
In recent years, the market for electronic components, which we typically use in our products, has been demonstrating fluctuations in lead time and prices. Such fluctuations are led by some of the world’s leading vendors for such components and there is a risk that such fluctuations will impact our ability to deliver products to our customers or to maintain our margins on such products, should they affect components for which we cannot find a replacement in a timely manner or at a competitive price, and this may have an adverse effect on our business. Delays in lead time and fluctuations in price, may be further exacerbated by the periodic effects of other events over which we have no control, such as any hostilities which could break out between China and Taiwan in the future, or the war in Gaza.
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The decrease in demand for basic/standard server adapters may adversely affect our business.
Over the past few years, we have seen a gradual decrease in demand for our basic server adapters. There is a risk that the actual decrease in demand would be faster than that projected by us. In addition, in the case of a decrease in sales, we may accumulate unusable inventory. Any such decrease in the demand for our basic server adapters could have a material adverse effect on our business, results of operations and financial condition.
The possible cancellation and write-off of capitalized development projects may adversely affect our business.
Capitalized development projects may be cancelled and written-off due to a change in our strategy (such as that which occurred in 2023 where we discontinued two non-core programs as part of our new 5-year strategic plan), or due to our being unsuccessful in the market, or to other related triggers. Such cancellations may result in a significant one-time adverse effect on our results of operation.
The loss of a significant customer may have a material adverse effect on us.
We depend on a small number of customers for our products. Our top 3 ultimate customers in 2023 accounted for approximately 38% of our revenues in 2023 (out of which our top ultimate customer accounted for approximately 22% of our revenues in 2023). We expect that a small number of customers will continue to account for a significant portion of our revenues for the foreseeable future. Loss or cancellation of business from, significant changes in deliveries to, or decreases in the prices of products sold to, one or more of our key customers has, in the past, significantly reduced our revenues for a reporting period and could, in the future, harm our business, margins, results of operations, and financial condition.
The loss or ineffectiveness of any of our key customer relationships or a reduction of purchase orders by such customers may have a material adverse effect on our operations and financial results.
Our sales and marketing strategy includes development and maintenance of strategic relationships with leading OEMs in the server industry and server-based systems industry, as well as with leading Cloud, Telco and service provider customers, which integrate our products into their own systems, or deploy our products in their network. These customers are not within our control, are not obligated to purchase our products, and may select other products that may compete with our lines of products or shift their focus towards other product lines altogether. A reduction in sales efforts or discontinuance of sales of our products by our OEM customers, and/or the reduction in or discontinuance of deployments by our Cloud, Telco, or service provider customers, could lead to reduced sales and could materially adversely affect our operating results. In addition, there is the risk that our customers would build up inventories in anticipation of a growth in sales or deployments. If such growth does not occur as anticipated, such customers may draw down heavily on such built-up inventories, rather than continuing to purchase from us at previous rates, resulting in a substantial decrease in the number of products ordered in subsequent quarters or potentially the discontinuance of product orders altogether. The termination or loss of either one or more of our key customer relationships at approximately the same time, without being able to compensate this loss with sales to other customers, may have a material adverse effect on our operations and financial results.
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Our business may be adversely impacted by risks arising from a widespread outbreak of an illness or any other communicable disease, or any public perception of the risks, related to a pandemic or other health crisis, similar to the COVID-19 pandemic.
Over four years after the World Health Organization declared COVID-19 a pandemic, COVID-19 and its variants have caused and may continue to cause waves of increased infections which may adversely impact economic activity. The extent to which a pandemic may ultimately impact our business will depend on future developments, which are highly uncertain and cannot be predicted, such as the geographical spread, duration of the outbreak, and the effectiveness of actions taken in Israel, the United States and other countries, to contain and treat the disease and address its impact. We, our suppliers and other business partners may experience significant impairment of business activities due to operational shutdowns or suspensions that may be requested or mandated by national or local governmental authorities or self-imposed by us, our suppliers or other business partners. We cannot predict whether, for how long, or the extent to which a pandemic and pandemic containment efforts may disrupt our supply chain and/or operations. 
We are dependent on key personnel.
Our success has been, and will continue to be, dependent to a large degree on our ability to retain the services of key personnel and to attract additional qualified personnel in the future. Competition for such personnel is intense. There can be no assurance that we will be able to attract, assimilate, or retain key personnel in the future and our failure to do so would have a material adverse effect on our business, financial condition and results of operations.
We may not be able to prevent others from claiming that we have infringed their proprietary rights.
We cannot guarantee that one or more parties will not assert infringement claims against us. The cost of responding to claims could be significant, regardless of whether the claims have merit.Significant and protracted litigation may be necessary to determine the scope of the proprietary rights of others or to defend against claims of infringement, regardless of whether the claims have merit. Although we believe that all our products use only our intellectual property, or intellectual property which is properly licensed to us, and we are working to ensure that all our employees are properly assigning or licensing to us all rights to the intellectual property we use in our products on a regular basis, in the event that any infringement claim is brought against us and infringement is proven, we could be required to discontinue the use of the relevant technology, to cease the manufacture, use and sale of infringing products, to incur significant litigation damages, costs and expenses, to develop non-infringing technology or to obtain licenses to the alleged infringing technology and to pay royalties to use such licenses. There can be no assurance that we would be able to develop any such alternative technologies or obtain any such licenses on terms commercially acceptable to us.
Although in the past we have resolved a claim of infringement through a license agreement, the terms of which did not have a material effect on our business, any infringement claim or other litigation against us could seriously harm our business, operating results and financial condition. While there are no other lawsuits or other claims currently pending against us or our subsidiaries regarding the infringement of patents or intellectual property rights of others, we have been a party to such claims in the past and may be party to such claims in the future.
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We may not be able to protect our intellectual proprietary rights.
Our success, ability to compete, and future revenue growth are dependent and will depend, in part, on our ability to protect our intellectual property. It is possible that competitors or other unauthorized third parties may obtain, copy, use, or disclose our technologies and processes. Any of our existing, acquired, or future patents or other rights to our intellectual property may be challenged, invalidated, or circumvented. If our intellectual property rights do not adequately protect our technology, our competitors may be able to offer products similar to ours.
In order to establish and protect the technology we use in our products, we primarily rely on a combination of non-disclosure agreements and technical measures, and to a lesser degree on patents. We enter into confidentiality arrangements with our employees, key consultants and other third parties with whom we conduct business. In addition, our employees and key consultants involved in the development of our technologies are required to sign non-compete and invention assignment agreements. We also control access to and distribution of our technologies, documentation and other proprietary information. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain, or use our products, services, or technology without our authorization.
Despite perceived exclusive access to any intellectual property rights obtained via acquisition, and our best efforts during any such acquisition process to secure such rights, internal or external parties may attempt to copy, disclose, obtain, or use our products, services, or technology without our authorization, or others may assert infringement claims against us with respect to a product of ours which utilizes such acquired intellectual property rights.
We believe that the measures we take afford only limited protection, and accordingly, there can be no assurance that the steps we take will be adequate to prevent the challenging of our rights in our technology, or misappropriation of our technology or the independent development of similar technologies by others.
In addition, the process of seeking patent protection to our technology may take a long time and be expensive. We cannot assure that pending or future patent applications will result in the issuance of patents or that, if patents are issued, they will not be challenged, invalidated, or circumvented or that the rights granted under the patents will provide us with meaningful protection or any commercial advantage.
In addition, we cannot assure you that other countries in which we market our services and products will protect our intellectual property rights to the same extent as the United States. Effective intellectual property enforcement may be unavailable or limited in some countries. It may be difficult for us to protect our intellectual property from misuse or infringement by other companies in these countries. Our inability to enforce our intellectual property rights in some countries may harm our business and results of operations. Litigation, which could result in substantial costs to us and diversion of our resources, may also be necessary to enforce our patents or other intellectual property rights.
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Further, we cannot assure you that we will at all times enforce our patents or other intellectual property rights or that courts will uphold our intellectual property rights, or enforce the contractual arrangements that we have entered into to protect our proprietary technology, which could reduce our opportunities to generate revenues. Our intellectual property assignment, confidentiality and non-competition agreements may not be enforceable and our proprietary technology may not remain a secret. Others may develop similar technology and use it to compete with us. Despite our efforts to protect our proprietary rights, former employees and other unauthorized parties may attempt to copy aspects of our products or obtain and use information that we regard as proprietary.
Inability to cooperate with and receive information from our key component manufacturers could affect our ability to develop new products required by our customers and by the industry in which we operate.
Our products are based on silicon which is mostly manufactured by Intel and a few other leading components manufacturers. In order to design our products, we need to receive information that enables us to design products with the use of such silicon. There can be no assurance that we will continue to receive all the information required for designing products with the use of new silicons continuously released by such manufacturers. The reduction in the level of cooperation with our manufacturers, including as a result of such manufacturers' decision to compete with our products, or our inability to obtain information from our manufacturers relating to their products used by us, may adversely affect our ability to develop new products required by customers and by the industry in which we operate.
 
Our investment portfolio may be impaired by disruptions in the financial and credit markets.
 
Our investment portfolio currently consists of corporate debt securities which the Company classified aton December 31, 20152023, as "held-to-maturity"."held-to-maturity." As of December 31, 2015,2023, we hold approximately US$ 32.924.6 million in corporate debt securities and government debt securities.
 
Due to possible significant disruptions in the financial and credit markets, the corporate debt securities in our portfolio are subject to a possible increased risk of default due to bankruptcy, lack of liquidity, operational failure, or other factors affecting the issuers of those securities. In addition, securities in our portfolio are subject to other risks, such as credit, liquidity, market and interest rate risks, which may be exacerbated by market disruptions, and which may impair the assets. We may be required to adjust the carrying value of our investment securities due to a default, lack of liquidity or other event, if the event constitutes an impairment which is consideredevent. For that matter we are required to be other-than-temporary.use of forward-looking information to calculate credit loss estimates.
 As of December 31, 2015,2023, we were not required to adjust the carrying value of our investment securities since there were no other-than-temporary impairments. 

Thissecurities. If we do experience such a loss, wouldit will be recorded in our consolidated statement of operations, which could materially adversely impact our consolidated results of operations and financial condition.
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We may make acquisitions or pursue mergers that could disrupt our business and harm our financial condition.
 
As part of our business strategy, we have sought and may continue to seek to invest in or acquire other businesses, technologies, or assets, and we may enter into joint ventures or other strategic relationships with third parties.
We may assume liabilities, incur amortization expenses related to intangible assets, or realize large and immediate write-offs in connection with future acquisitions. In addition, the future valuation of these acquisitions may decrease from the market price paid by us, which may result in the writing-off or impairing, of the relevant assets. In addition, 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 merged 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; and

Loss of key employees of the acquired operations.

We cannot assure you that any acquisition or merger will be successful. If the operation of the business of any acquisition or merger disrupts our operations, our business may suffer. In addition, even if we successfully integrate the acquired business with our own, we may not receive the intended benefits of the acquisition.
We may be subject to risks associated with laws, regulations, economic sanctions and customer initiatives, including such that relate to the environment, conflict minerals, privacy or other issues, which may force us to incur additional expenses, may make our supply chain and operations more complex and may result in damage to our reputation with customers.
Our business, results of operations and financial condition could be adversely affected if new laws, regulations, or standards relating to our business and products, us or our employees (including labor laws and regulations) are implemented or existing laws, regulations or standards changed. Such laws and regulations include requirements in the United States, Europe, Israel and other territories, in relation to data privacy and protection, anti-bribery and anti-corruption, import and export, labor, tax and environmental and social issues. From time to time, we may also operate pursuant to specific authorizations of, and commitments towards, U.S., Israeli, E.U., or other governmental authorities and agencies. While we make every effort to comply with such requirements, we cannot assure you that we will be fully successful in our efforts, and that our business will not be harmed. Failure to comply with such laws, regulations, authorizations and commitments could result in fines, damages, civil liability and criminal sanctions against us, our officers and our employees, prohibitions on the conduct of our business and damage to our reputation.
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The long-term consequences of the war between Israel and Hamas are currently unknown but may also impact our supply chain and expenses due to, for example, the possibility of certain countries severing diplomatic relations or imposing trade boycotts on Israel. We may incur additional expenses, adverse effects on sales, or experience delays in our supply chain and operations, as a result.
The impact of the current war in Ukraine and sanctions on Russia and Belarus is that we have ceased to do business with such sanctioned countries.
Such laws and regulations include the EU's General Data Protection Regulation ("GDPR") and the Dodd-Frank Wall Street Reform and Consumer Protection Act.
The GDPR provides that companies must comply with certain standards regarding the protection of the personal data or risk significant financial penalties. Regulations or interpretive positions may be enforced specifically with respect to the use of outsourced services, such as SaaS, hosting and cloud-based services. Compliance with such legislation and regulations may require that we invest in the modification of our operations to comply with such legislation and regulations, or subject ourselves to liability resulting from a breach of such regulations. Failure to comply with privacy legislation or procedures may cause us to incur civil liability to government agencies, customers, shareholders and individuals whose privacy may have been compromised.
The Dodd-Frank Wall Street Reform and Consumer Protection Act includes disclosure requirements regarding the use of "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries ("DRC") and procedures regarding a manufacturer's efforts to prevent the sourcing of such "conflict" minerals. These requirements require companies to undertake due diligence, disclose and report whether or not such "conflict" minerals originate from the DRC. Because our supply chain is complex, we may face reputational challenges with our customers, shareholders and other stakeholders if we are unable to sufficiently verify the origins for the minerals used in our products. In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free. For additional information see "Item 4 – Information on the Company – Business Overview."
We depend on governmental licenses for our exports.
Our international sales depend largely on export licenses from the government of Israel in relation to products which contain encryption capabilities, which we are currently required to hold. As of the date of this annual report, we have obtained all such licenses necessary to carry out our international sales. If we fail to obtain a material license in the future, or if a material license previously obtained is revoked or expires and is not renewed, our ability to sell our products to overseas customers could be interrupted, resulting in a material adverse effect on our business, results of operations and financial condition.
Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
Although we have not, to date, been the victim of any cybersecurity incidents, a significant invasion, interruption, destruction, or breakdown of our information technology systems and/or infrastructure by persons with authorized or unauthorized access could negatively impact our business and operations. We are subject to laws and regulations governing the collection, use and transmission of personal information. As the legislative and regulatory landscape for data privacy and protection continues to evolve around the world, there has been an increasing focus on privacy and data protection issues that may affect our business, including the GDPR, and other laws and regulations governing the collection, use, disclosure and transmission of data. We could also experience business interruption, information theft, legal claims and liability, regulatory penalties and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third-party providers. Our systems may be the target of malware and other cyber-attacks. Although we have invested in measures to reduce these risks, we cannot assure you that these measures will be successful in preventing the compromise and/or disruption of our information technology systems and related data. Additionally, this may be exacerbated due to any new circumstances where our employees are required to work from home and remotely access our IT networks.
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We are affected by worldwide downturns in industries based on technology.
The volatility in the securities markets and its effect on high-technology companies may have a ripple effect on our performance. For example, we were affected by the downturn in the economic markets which began in 2008, posing a risk to industries based on technology as well as the overall economy. There can be no assurance that our results will not be affected on a going forward basis by any economic downturns, including any  downturn to the global economy resulting from the current geopolitical volatility.
General economic conditions may adversely affect the Company's results.
Uncertainty in global economic conditions, including any disruption in financial and credit markets, pose a risk to the overall economy that could impact demand for our and our customers' products, as well as our ability to manage commercial relationships with our customers and suppliers. If the global economic situation worsens, our business could be negatively impacted, including such areas as reduced demand for our products and services, or supplier or customer disruptions, which could reduce our revenues or our ability to collect our accounts receivable and could have a material adverse effect on our financial condition and results of operations.
Item 4.          INFORMATION ON THE THE COMPANY.
 
A.          History and Development of the Company

Our legal and commercial name is Silicom Ltd. We were incorporated under the laws of the State of Israel in 1987, and we operate under Israeli law and legislation. Our registered and principal executive offices are located in Israel at 14 Atir Yeda Street, Kfar Sava, Israel 4464323, and our telephone number is +972-(0)9-764-4555.

Our shares have been listed on the NASDAQ Global Select Market since January 2, 2014 under the ticker symbol “SILC”."SILC." Prior thereto our shares were listed on the NASDAQ Global Market (previously known as the NASDAQ National Market) under the ticker symbol “SILC”"SILC" (and previously “SILCF”"SILCF") from February 11, 2008. Prior thereto, our shares were listed on the NASDAQ Capital Mark.etMarket (previously known as the NASDAQ Small-Cap). On December 20, 2005, we obtained the approval of the Tel Aviv Stock Exchange, or TASE, for the listing of our shares on TASE. Trading of our shares on TASE commenced on December 27, 2005. On October 26, 2015, our Board of Directors resolved to act to delist the Company’sCompany's shares from trading on the TASE. Consequently, we applied to the TASE and requested that TASE initiate the delisting process. On October 29, 2015, the TASE announced to the TASE members on the TASE electronic filing site, the MAYA, and on the ISA electronic filing site, the MAGNA, that the last trading day in the Company's shares on the TASE shall be January 26, 2016 and that on January 28, 2016, the Company's shares shall be delisted from trading on the TASE. Accordingly, the last trading day in our shares on the TASE was January 26, 2016, and on January 28, 2016, our shares were delisted from trading on the TASE. Our shares are currently listed only on the NASDAQ Global Select Market. See Item 9. “The"Item 9 – The Offer and Listing -– Markets and Share Price History”.History."
 
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In March 2014, we filed a "shelf" registration statement with the Securities and Exchange Commission, or SEC. We may sell up to $80,000,000 of our ordinary shares in one or more offerings pursuant to this registration statement.

\In December 2014, we entered into apurchased all of the share purchase agreement withcapital of Fiberblaze A/S (now Silicom Denmark (Fiberblaze A/S)), a provider of high performancehigh-performance application acceleration solutions for the mobile, telecommunication, network monitoring, cyber security, financial and related industries Nikolaj Herman, Fiberblaze Holding APS, a Danish company, Hilmer APS, a Danish company, and Jakob Hilmer, for the purchase of the entire share capital of Fiberblaze and Fiberblaze US (the "Fiberblaze SPA"("Fiberblaze") in consideration for an amount of approximately  $10 million, plus such additional amounts in the event Fiberblaze meets pre-determined criteria. For additional information regarding the Fiberblaze SPA, see "Item 10 – Additional Information – Material Contracts" and Note 3B to our financial statements included elsewhere in this annual report..

In September 2015, we, together with our wholly owned subsidiary, Silicom Connectivity Solutions, Inc., entered into an asset purchase agreement withpurchased the assets of ADI Engineering, Inc. ("ADI"ADI"), a US company which provides Intel-basedIntel®-based products targeted at SDN, NFV, IoT ("Internet('Internet of Things"Things'), Cloud computing and Virtualization, Steve YatesVirtualization.
On July 1st, 2022, Mr. Shaike Orbach, the Company's President and Patricia Yates (the "ADI APA")Chief Executive Officer for the purchasepast 21 years, became Executive Vice Chairman of ADI's assets in consideration for an amount equal to $10 million in cash at closing,the Board of Directors, and an additional consideration subject toLiron Eizenman, who served as the attainment of certain future performance milestones. For additional information regardingCompany's Chief Operating Officer, took over as the ADI APA, see "Item 10 – Additional Information – Material Contracts" And Note 3A to our financial statements included elsewhere in this annual report.
Company's new President and Chief Executive Officer.


Principal capital expenditures and divestitures
 
From January 1, 20152023, to December 31, 2015,2023, our capital expenditures totaled to approximately $20,771US$ 1,276  thousand (compared to $16,682US$ 2,120 thousand during 20142022 and $929US$ 2,475 thousand during 2013)2021), of which approximately $1,608US$ 1,162  thousand (compared to $1,179US$ 1,993 thousand during 20142022 and $788US$ 1,811 thousand during 2013)2021) can be attributed to machinery and equipment, and approximately $1,374US$ 114 thousand (compared to $659US$ 127 thousand during 20142022 and $141US$ 664 thousand during 2013)2021) can be attributed to office furniture and equipment and leasehold improvements, and approximately $17,802 thousand can be attributed to the ADI APA.improvements. We have financed our capital expenditures from our available internal resources and expect to continue to finance our capital expenditures in a similar manner in 2016.2024.
 
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B.          Business Overview

We are currently engaged in the design, manufacture, marketing and supportan industry-leading provider of high performancehigh-performance networking and data infrastructure solutions. Designed primarily to improve performance and efficiency in Cloud and Data Center environments, our solutions increase throughput, decrease latency and boost the performance of servers and networking appliances, the infrastructure backbone that enables advanced Cloud architectures and leading technologies like NFV, SD-WAN and Cyber Security. Our innovative solutions for high-density networking, high-speed fabric switching, offloading and acceleration, which utilize a broad range of servers, server based systemscutting-edge silicon technologies as well as FPGA-based solutions, are ideal for scaling-up and communications devices. scaling-out cloud infrastructures.
Our products are sold to OEM customers who offer networking appliances, serversused by major Cloud players, service providers, telcos and storage devices. AsOEMs as components of their infrastructure offerings including both add-on adapters in the market moves to utilize applications within virtualization based Cloud Data Centers, our products are now offered in this market as well.Center and stand-alone virtualized/universal CPE devices at the edge.
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Products
 
Our products are comprised of:
 
(i)Server network interface cards with(Server Adapters) - These adapters are used mostly in networking appliances which are used both in the Cloud (including public cloud and without bypass (Server Adapters);On Premise cloud) and in the Edge.

(ii)Smart Cards - Intelligent andand/or programmable cards, with features such as encryption, acceleration, data compression, redirection and switching, packet processing, time stamping, networkpacket capture solutions, FPGA based ultra-low latency solutions, and other offload features and/offloading features. These products are used mostly inside servers which are a part of Cloud, Telco and Enterprise Data centers or compute blades (Smart Cards);at the Edge.

(iii)Smart Platforms - (Edge Products) - including virtualized Customer-Premises Equipment (vCPE) and universal Customer-Premises Equipment (uCPE) (together, "CPE"), Edge devices for SD-WAN, SASE, Telco dedicated routers and NFV deployments.
(iii)Stand-alone Products (including Bypass Switches, Intelligent Bypass Switches, the patented SETAC (Server To Appliance Converter) product family and the CPE/Edge/Low End Appliance Units.


Server Adapters
 
We have developed a line of products for the server networking industry, which facilitates interaction between servers and switches, allowing them to communicate with each other through a larger number of ports and with higher performance than their original manufacturer designed capabilities. Our designs have resulted in powerful products that allow server-based systems to fully exploit the high speedhigh-speed potential of 1/10/25/40/100100/200/400 Gigabit Ethernet. The products have either one, two, four, six, or eight ports, which plug into the servers which need to have such capabilities.

Following demands from customers and potential customers, we also designed some Some of these sameproducts include bypass functionality which allows continuation of traffic even when the server adapter products with a bypass feature. Intended for mission-critical environments, Silicom’s Gigabit Ethernet Bypass Networking Cards feature innovative bypass circuitry to maintain continuity of network connectivity incarrying the event of an appliance failure. Upon the occurrence of an appliance failure, the card’s bypass mechanism automatically reroutes traffic to bypass faulty components, enabling customers to have reliable and always available network accessibility. As with all of Silicom’s Multiport Gigabit Ethernet Networking Cards, the Bypass Cards also improve server throughput and performance during normal operations by introducing more ports and better throughput while reducing network congestion, simplifying network management, and minimizing CPU utilization.card is failing.
 
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Smart Cards
 
Our Smart Card products include smart server adapters such as: (a) redirector and switching cards, with and without x86 CPU (b) encryption and data compression hardware acceleration cards, (c) time stampingFEC (Forward Error Correction) acceleration and fulloffloading cards, and (d) FPGA based network capture and mobile OSS distribution solutions, (d) Network processor acceleration cards, (e) VHIO – a product off-loading virtualization switching from the CPU, (f) FPGA based ultra-low latency solutions, and (g) compute blades which offer general compute capability in networking intensive environment.cards.
 
Our redirector and switching cards improve performance by: (a) enabling switching fabric on a network interface card ("NIC") while (in some cases) providing separate data path and management path for the switching fabric and sometimes eliminating the need for a Top Of Rack switch within the Cloud, (b) enabling traffic filtering in order to reduce the amount of traffic received by the server, limiting it to only essential traffic for the server CPU, and consequently improving server performance, and (b)(c) load-balancing between external servers and/or CPUs and/or CPU cores increasing the efficiency of the server.server, and (d) offloading some of the server CPU tasks to the CPU and/or the switch on the NIC.
 
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Our product line of high-performance encryption cards is designed to improve the throughput of internet security appliancesservers with respect to which the traffic into and other networking appliances.from them requires encryption or decryption. The products improve the performance of networking appliancessuch servers by independently executing encryption tasks, thereby accelerating the encryption process and freeing the CPUs of such appliancesservers for other activities. In 2013 we announced the launch of a new high-performance PCI Express Server encryption and compression card family based on the Intel® Communications Chipset 89xx series. During 2014 we achieved our first design win of our Coleto Creek encryption and compression card, from one of our existing customers, a market-leading provider of smart network solutions, who will use the Coleto Creek and Quad-Port 10G Networking cards in one of its next-generation network appliances, and during 2015 we achieved additional design wins for this solution. This product line can off-load not only encryption functionality, but compression functionality as well. The market need for compression off-load was previously limited to some content delivery and WAN optimization networking appliances;applications; however, such compression off-load is now becoming more and moreincreasingly important in the storage market especially within the Big-Data area, which is the market sector that is the primary target of this functionality.
 
Our 1G/10G/40G/100G Nano-Second Time-Stamping/Full Capturing adapters,FEC cards offload the Forward Error Correction tasks that are based either on a combined Intel networking siliconsupposed to be carried out by the CPU of the Distributed Unit within 4G/5G mobile deployments, in order to allow for better performance. Such performance is more necessary in the 5G space, due to the higher bandwidth, and our proprietary time-stamping FPGA (field programmable gate array), or on a pure FPGA based solution, workingadditional calculations and processing that need to occur at wire speedthe edge, while at the same time more Radio Units are required to time-imprint packets at high resolutions and accuracy, process packet, load balance between packets and provide full capturing solutions in a variety of scenarios. Our PCI-E Network processor based Smart Cards are targeted for server acceleration by providing a packet processing platform which can be usedattached to off-load packet processing applicationseach DU. Therefore, it is essential to offload the FEC task from the main CPU onto a processor card, and consequently freeing CPU cycles for the main application and improving server performance.
In 2014 we launched a new Cloud Virtualization Off-Loading solution with open stack support – the SmartSilc VHIO 1.0, which is our first product utilizing a Virtualization Off-Load Engine. As a network processor blade incorporated within cloud compute nodes and network nodes, SmartSilc VHIO 1.0 offloads all network and storage I/O tasks from the Hypervisor, significantly reducing CPU utilization and consequently improving the performance of any compute node in which it is installed. In addition, its implementation of NAT, firewall and other tasks previously carried out in the network node frees the network node to become an additional compute node.
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Our FPGA based ultra-low latency solutions are used for the programming process needed to achieve line-speed data processing with ultra-low latency. These features are required in Network Monitoring/Capture/Analysis solutions for telecommunications, Lawful Interception, data centers and the Algorithmic HFT (High Frequency Trading) niche of the financial service market, as well as the emerging mobile OSS/BSS markets.card.
 
Our compute blades offer general compute capabilityFPGA based cards are divided between two families of cards, based on the world’s largest providers of such FPGA components: AMD and Intel. Our AMD based cards are sold mostly in networking intensive environment. These compute blades could be integratedthe Packet Capturing market and towards the High Frequency Trading market, or HFT market. For the Packet Capture market, we sell cards which include our IP for Packet Capturing. For the HFT market we sell mostly “naked” cards which do not include any software code other than the code which is required by our customers in an appliance, micro server, CPE equipment and alike. In addition, we use our low end compute blades for IoT. The growing IoT market requires compute nodes for an unlimited number of applications. Such compute nodes are requiredorder to be low-cost, and we are addressing such need by basing our compute blades mostly on using Intel’s low-end compute silicon and optimizing it for high performance atadd their own code to the low-cost.
Stand-alone Products
Our Stand-alone Products include (i) Bypass Switches and Intelligent Bypass Switches which allow the usecards. For some of our solutions even whereAMD based cards, we provide a framework which we call Packet Mover. Such framework allows the networking componentcustomer to add to the FPGA its own application, while the various interfaces are already a part of the solution is already present, (ii) the patented SETAC product family,framework, providing optimized solutions for low latency, throughput and speed. Our Intel based FPGA cards are a unique solution that enables standard servers to be configured as network appliances with high-density front networking ports and easy port modularity, including Switched SETAC which adds the functionalityresult of a switch toclose relationship with Intel over the past few years, during which we have engaged in co-development and co-marketing activities with Intel. As a result of such cooperation, we now have a solution, (iii) CPE/Edge/Low End Appliance Units, which integrate our compute blades and enable us to offer a stand-alone solution with general compute capability in networking intensive environment tovariety of Intel based FPGA Smart Cards addressing mostly the customer.
We developed stand-alone bypass solutions which allow the use of our solutions even where the networking component of the solution is already present. We market stand-alone bypass units for: (a) entry level bypass switch 1/10Gbps, directed at power failure bypass; and (b) high end 1G/10G/40G/100Gbps Intelligent Bypass Solution which includes switch with self-generating heartbeat and versatile monitoring and control options.
Our SETAC products convert standard servers to network appliances. The SETAC product line includes SETAC converters (comprised of PCI-Express G2 and G3 adapters, cables and Silicom’s backplane), which interface with Silicom’s front loading I/O Express Modules adapters. SETAC products are installed by a simple process of placing Silicom’s I/O Express Modules adapters into a server’s hard drive slots. This combination enables standard servers to be configured as network appliances with server-grade reliability, front-end access, field replaceable architecture and a stable technology environment, thus creating a complete network appliance platform solution that provides us with a competitive edge. To the best of our knowledge we are currently the only company offering such a unique solution in the hardware networking appliance industry.
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In December 2014, we announced the achievement of our first design win of our Switched SETAC solution, a new cloud platform designated to save space, energy and costs in cloud and data center services by integrating x86 standard motherboards, switching capability utilizing commercial off-the-shelf switching silicon, our Redirector features and potential support for SDN/NFV protocols from a provider of cloud based cyber security and application delivery solutions. Pursuant to this announcement, we announced in December 2014 the achievement of another design win of our Switched SETAC (the accelerated version), from a European provider of PDI solutions. This unique product adds Network Processor acceleration to the many additional features and benefitsinfrastructure market. Such cards include Standard NIC on top of the Switched SETAC,FPGA making them especially suitable for these markets.
Smart Platforms
Our Smart Platform products are used at the Edge as CPEs (including also uCPEs and vCPEs) which are used by allowing applicationsTelcos, Cloud Players, service providers and Application vendors (OEMs) to be offloaded from the main CPUprovide a variety of services to the Network Processor modules, thus resulting in high performance while maintaining all Switched SETAC capabilities. During 2015 we announced an additional design win achievement of our Switched SETAC solution.

In addition, wetheir customers. These are now offering to the market full computing platforms in a networking intensive environment. Suchenvironment and many of the technologies incorporated into these platforms are based on compute blades, integrating such bladessimilar to those incorporated into a fullour Server adapters and Smart cards products.
Our products include an entry level of very low end IoT devices, going through typical branch/CPE units and up to rack mounted devices targeting large scale branches.
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The main application for which our CPE/EDGE/Appliance Units. Such units offer a stand-alone solution with general compute capability in networking intensive environment. These unitsEdge devices are used is SD-WAN, for which most of our systems have been deployed. The devices are also offeredfrequently used to provide SASE, NFV, Telco dedicated routers and other such services. Our capabilities within the Edge world include modular approach and secured management features, as CPE or edge equipmentwell as customized designs, to help the customer achieve its required as a partchallenging performance, data volume and infrastructure-scale-up goals. Our Smart Platforms products offer reliability and robust performance, addressing challenges of SD-WAN and other network functions integration and deployment.
We also sell Smart Platforms which consist of a Cloud solution and alsocombination of all product families in a single product. An example of such integration is our IBS (Intelligent Bypass Switches), which combine functionalities as low-end branch office appliances carrying mostly networking applications.

We cannot assure that anywell as design elements from each of our Server Adapters, our Smart Cards and our Smart Platforms.
On February 1, 2024, we issued a press release on form 6-K announcing our 2023 results and that the Board had approved a strategic 5-year plan.
On August 16, 2023, we issued a press release on form 6-K announcing that we launched a new line of advanced high-end Edge platforms together with a major design win and initial US$ 3.5 million order.
On July 6, 2023, we issued a press release on form 6-K announcing that we launched a new product line of Edge AI products in partnership with Hailo, a leading artificial intelligence chipmaker.
On May 15, 2023, we issued a press release on form 6-K announcing that we were selected to develop an innovative Edge Networking product by a leading US-based provider of enterprise telecommunications services and that the customer has already placed initial orders totaling approximately US$ 5 million.
On April 24, 2023, we issued a press release on form 6-K announcing that we secured two NIC Design Wins, one for an advanced encryption offload acceleration card, and the other for an FPGA-based SmartNIC, from a Tier 1, US-based cybersecurity vendor. Both Design Wins will be commercially successful, that our development effortsramping up during the second half of 2023, and mass deployment will resultbegin in commercially successful products, that such products will be released in a timely manner or that we will be able to respond effectively to technological changes or new product announcements by our competitors.2024.

We cannot assure you that revenue generated from our current suite of products and solutions will reach or exceed historical levels in any future period. A decrease in the price of, or demand for, any of these products or solutions, or a significant increase in our costs of manufacturing could have a material adverse effect on our business, results of operations and financial condition.

Principal Markets

The principal markets in which we compete are set forth more particularly in, and are incorporated by reference to Note 12A13A to the consolidated financial statements set forth in Item 18 of this annual report. In 2013, 20142021, 2022 and 20152023 approximately, 76%70%, 71%72% and 66%85%  of our sales, respectively, were in North America, 13%23%, 15%23% and 20% respectively,13% of our sales, respectively, were in Europe, and 11%7%, 14%5% and 14%2% of our sales, respectively, were in Asia-Pacific. Our main business is not seasonal, and we believe that there are sufficient sources and raw materials available to sustain it.

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Manufacturing and Suppliers

Our manufacturing operations consist primarily of producing finished goods on our own, with assistance from sub-contractors, from (i) components purchased from third parties, and (ii) sub-assemblies manufactured by sub-contractors, and (iii) turnkey manufacturers.sub-contractors. In addition, we perform testing and quality assurance procedures with respect to the components and sub-assemblies which are incorporated into our final products and to the final products themselves.
 
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We seek to monitor quality with respect to each stage of the production process including, but not limited to, the selection of component suppliers, warehouse procedures and final testing, packaging, and shipping. We have been certified as complying with "ISO-28001:2022", "ISO 9001:2008"2015", "ISO 27001:2013", and "ISO 14001:2004"2015", which are the quality control standardstandards used in our industry. We believe that our quality assurance procedures have been instrumental in achieving a high degree of reliability for our products. We intend to continue to maintain and improve the efficiency of such procedures.

Although we generally use standard parts and components for our products, certain key components used in our products are currently available from only one source, and others are available from a limited number of sources. Components currently available from one source include proprietary Gigabit Ethernet chipsetssources, on which we are dependent. For example, some key components in many of our products are manufactured by Intel® and other components, including other semiconductor devices and transformers, as well as plastic and metal product housings.Broadcom. We believe that during regular supply periods we maintain a sufficient inventory of these components to protect against delays in deliveries. For additional information see the risk factor entitled "Loss of our sources for certain key components could harm our operations" under Item 3.D – "Risk Factors."
Firm purchase orders for our products generally include an agreed supply date for the supply of our products. In addition, we may agree to fill orders for our products within short periods of time after receipt of a firm purchase order based on the immediate availability of our products and/or components in our inventory. Consequently, we need to maintain inventory at levels that are in accordance with our forecasts and those of our customers. There can be no assurance that such forecasts will indeed materialize into firm purchase orders and consequently we cannot guarantee that the full volume of such inventory will be delivered against firm purchase orders and not remain unused.
The Dodd-Frank Wall Street Reform and Consumer Protection Act includedincludes disclosure requirements regarding the use of "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries (“DRC”)DRC and procedures regarding a manufacturer's efforts to prevent the sourcing of such "conflict" minerals. These requirements will require companies to undertake due diligence, disclose and report on whether or not such “conflict”"conflict" minerals originate from the DRC. This implementation of these requirements could adversely affect the sourcing, availability and pricing of minerals such as cassiterite, wolframite, columbite-tantalite (coltan), wolframite, coltan, gold and and/or their derivatives (tantalum, tin, and tungsten) which are used in the manufacture of certain components used in our products, as well as affect the companies we use to manufacture components of our products. As a result, this could limit the pool of suppliers who can provide us DRC "conflict free" components and parts, and we may not be able to obtain DRC "conflict free" products or supplies in sufficient quantities for our operations. In circumstances where conflict minerals in our products are found to be sourced from the DRC, we may take actions to change materials or designs to reduce the possibility that our purchase of conflict minerals may fund armed groups in the region. These actions could add engineering and other costs to the manufacture of our products, and we may not be able to obtain "conflict free" products or supplies in sufficient quantities for our operations. In addition, we incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products, as further elaborated below. Also, because our supply chain is complex, we may face reputational challenges with our customers, shareholders and other stakeholders if we are unable to sufficiently verify the origins for the minerals used in our products. In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free. There can be no assurance that we will not experience delays in the supply of critical components in the future or that we will have a sufficient inventory of critical components at such time to produce products at full capacity. If we do experience such delays and there is an insufficient inventory of critical components at that time, our operations and financial results would be adversely affected.
 
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In June 2014 and May 2015, we issued our Specialized Disclosure Report for the years ended December 31, 2013 and December 31, 2014, respectively, in compliance with Rule 13p-1 under the Exchange Act, according to which, some conflict minerals (gold, tantalum, tin, and tungsten) are necessary to the functionality or production of certain of our products. Conflict minerals are obtained, via our direct suppliers, from sources worldwide, and our desire is not to eliminate those originating in the DRC and adjourning countries but rather to obtain conflict minerals from sources that do not directly or indirectly finance or benefit armed groups in the DRC and adjourning countries.

We have also adopted a policy with respect to the sourcing of conflict minerals, according to which as part of our commitment to corporate responsibility and respecting human rights in our own operations and in our global supply chain, it is our goal to seek to use tantalum, tin, tungsten and gold in our products that are "DRC conflict free", while continuing to support responsible in-region mineral sourcing from the DRC and adjoining countries.

Furthermore, since the origin of conflict minerals cannot be determined with any certainty once the ores are smelted, refined and converted to ingots, bullion or other conflict minerals containing derivatives, we rely on our direct suppliers to assist with our reasonable country of origin inquiry and due diligence efforts, including the identification of smelters and refiners, for the conflict minerals contained in the materials which they supply to us.

Based on our reasonable country of origin inquiry and due diligence process, we concluded that during 2013 and 2014 (i) we manufactured and contracted to manufacture products as to which conflict minerals are necessary to the functionality or production of our products and (ii) as a result of the reasonable country of origin inquiry and due diligence measures, we determined that our products to which conflict minerals are necessary to the functionality or production of our products are “DRC Conflict Undeterminable” (as defined in Rule 13p-1 under the Exchange Act). We made this determination due to insufficient information provided by some of its active suppliers and manufacturers who supplied it with some of the necessary conflict minerals, which originated in the DRC and adjoining countries, but who were unable to indicate whether such necessary conflict minerals were from recycle or scrap sources, were DRC conflict free or were not found to be DRC conflict free.

Firm purchase orders for our products generally include an agreed supply date for the supply of our products. In addition, we may agree to fill orders for our products within short periods of time after receipt of a firm purchase order based on the immediate availability of our products and/or components in our inventory. Consequently, we need to maintain inventory at levels that are in accordance with our forecasts and those of our customers. There can be no assurance that such forecasts will indeed materialize into firm purchase orders and consequently we cannot guarantee that the full volume of such inventory will be delivered against firm purchase orders and not remain unused.
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Marketing Channels

The principal market sectors for our products are:

(i)Providers of applications on Network appliances, including WAN Optimization, Internet Security,mostly SD-WAN, Cyber Security and Application Delivery Traffic Management, Network Monitoring and Analytics, High Frequency Trading (HFT) for the financial service market and other mission-critical sectors;applications;

(ii)Servers;Telcos / Carriers / service providers deploying CPEs/Edge for SD-WAN, SASE and NFV;

(iii)Data storage including Big Data;Mobile Operators/Telcos/Carriers deploying Telco routers and 4G/5G infrastructure;

(iv)The “Cloud” (virtualized data centers with and without SDN); and"Cloud".
(v)Network CPE/EDGE/Low End appliances; and
(vi)IOT.


Our main business model for our line of products is called the Design Win Model. The following are the main aspects of this model:
 
·
We approach a potential customer or are approached by such customer.


·If the customer shows interest in the products and we believe that achievement of a business relationship with the customer is possible, we ship products for such customer’s
If the potential customer shows interest in the products and we believe that achievement of a business relationship with the potential customer is possible, we ship products for such potential customer's evaluation.


·
During the evaluation process the potential customer receives a few units of the relevant product for initial basic testing. If the evaluation process is successful, we ship products for qualification.


·During the qualification process the customer receives
During the qualification process the potential customer usually purchases a larger amount of our products for more specific testing, which may include certain adaptations of our products to its specific needs.


·
If the qualification process is successful, we enter into negotiations regarding the terms of a business relationship.


·In some cases, typically with the larger customers, the evaluation and qualification process may take 12 months or more.
In some cases, typically with the larger customers and with respect to Smart Cards and Smart Platforms, the evaluation and qualification process may take 12 months or more.

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Once all phases mentioned above are successfully concluded, the customer will purchase products from us by placing purchase orders (under which our products are to be sold to such customer) in order to either (i) incorporate such products within its server based systems, and thenthereafter sell or deploy such systems with our cards embedded in them.them, or, (ii) deploy our Smart Platform products within a network. The sale or deployment of our products within such systems or network, as applicable, is the objective of our Design Win Model. In most cases, once we secure a Design Win, our customer will continue to buy our cardsproducts for as long as it (i) continues to sell or deploy its server based system.system in which our products are incorporated, or (ii) continues to deploy our Smart Platform as part of its network.
 
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Over the last few years,For all of our Server Adapters and for some of our Smart Cards and Smart Platforms, our sales and marketing hashave been mostly carried out through a network of strategic relationships with leading original equipment manufacturers whichOEMs that sell our products, generally as a part of their systems and sometimes under their own private labels. Our current original equipment manufacturerOEM customers are mostly active in the InternetSD-WAN market, Cyber Security market, Data Storage market, Application Delivery market, Traffic managementManagement market, Network Monitoring market, data storage market, general servers market, WAN optimizationOptimization market and other server based applications.server-based applications markets. Our OEM customers sell their products to theTelcos, Governments, EnterpriseEnterprises (headquarter and branch) and to Data Centers (regular and virtualized, including to the Cloud). They are referred to in this report as OEMs, or OEM customers. Our strategy of carrying out strategic relationships with OEM customers continues to be the strategy under which we operate.a significant part of our strategy. We believe that these relationships enable us to take advantage of the superior financial resources and market presence of these companies to increase our sales and establish, maintain and strengthen our position and reputation in the market. In addition, we believe that relationships with OEMs improve access to new technologies developed by such OEMs, thereby ensuring smooth integration of our products and technology with those of the OEMs.
In furtherance of this strategy, during the last few years we entered into strategic arrangements with OEMs and continued securing successful Design Wins with OEMs who purchase our products. Revenues from sales of our products to OEM customers in 2015 constituted substantially all of our revenues. We expect the percentage of our revenues that is derived from sales to OEM customers to continue at similar percentage levels, though we believe that within our group of OEM customers we will gradually increase the proportion of our sales to Cloud/Virtualized data Center/SDN customers.  This isaddition, due to the fact that: (a)trends that we see in our industry, including primarily the marketshift to the Cloud and the trend of Disaggregation (non-proprietary standards that allow separate parts of the network to be purchased separately) and Decoupling of Hardware and Software, we are now implementing an additional marketing strategy which involves our direct sales to major Telcos, Cloud players, and service providers. In some cases, such sales involve a relationship with an independent software vendor, which is moving towards running applicationsthe case in most of our SD-WAN Edge Platforms sales.
The main aspects of the OEM business model, by which in most cases our customer will continue to buy our cards for as long as it continues to sell or deploy its system, are similar in our business model when we sell directly to Telcos or other service providers.
Our cooperation with Intel has resulted in material benefits to our selling process. Due to our close relationship with Intel, we mostly use their components in our products, and as such they provide us with assistance in the Cloud;sales process, mostly with Smart Cards and (b) Cloud and web 2.0 companies are typically either using standard servers or design their own “white boxes” into both of which we offer our solutions. While there are no assurances that such solutions will be accepted by such Cloud and Web 2.0 players, we believe that this trend represents significant potential for us.Smart Platforms.

The loss of some of our OEM customers, or any single key OEM customer, may have a material adverse effect on our operations and financial results and we cannot assure you that we will be able to enter into strategic relationships with OEMsany such customer in the future. Normal paymentPayment terms of our OEM customers are, up toon average, approximately 90 days net. Approximately 95% of our international sales are denominated in U.S. dollarsDollars and may be subject to government controls and other risks, including, in some cases, export licenses, federal restrictions on export, currency fluctuations, political instability, trade restrictions and changes in tariffs and freight rates. We have experienced no material difficulties to date as a result of these factors.

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Our arrangements with our OEM customers (and distributors and resellers when applicable) are generally non-exclusive. We have generally experienced good relations with our customers and are not aware of any pending material terminations other than with respect to products that newer technologies have eliminated the need for.
 
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Our OEM customers, distributors and resellers are not withinunder our control. They are not obligated to purchase products from us and may use or represent other lines of products. A reduction in sales effort or discontinuance of sales of our products by our OEM customers could lead to reduced sales and could materially adversely affect our operating results, as we experienced during the second quarter of 2015, during which we updatedresults. In addition, our revenue projections for such quarter due to a softening of demand from some of our customers, due to longer-than-expected decision making processes together with the slower market deployment of our high-potential design wins and our new solutions for upcoming industry trends. Use of OEMsbusiness model also entails the risk that OEMsour customers will build up inventories, either in anticipation of a growth in sales.deployments or sales, or as a result of a tighter global supply chain incentivizing customers to build up significant inventories. If such growth does not occur as anticipated, or if customers have built up significant inventories, these OEMscustomers may substantially decrease the amountnumber of products ordered from us in subsequent quarters, as they draw down on accrued inventories, discontinue product orders, or even attempt to return unused or unsold products. The loss of a major or key customer or group of customers, a loss or ineffectiveness of severalsome of our OEM relationships at approximately the same time, or a customer’s shift of its business focus away from the loss of any key OEM customer, mightsolutions that we had previously sold towards solutions in areas in which we do not operate, may have a material adverse effect on us.

Patents and Licenses

Our success and ability to compete are dependent to a significant degree on our technology. In order to establish and protect the technology we develop and/or acquire to use in our products, we primarily rely on a combination of non-disclosure agreements and technical measures, and to a lesser degree on patent.patents. These measures afford only limited protection, and accordingly, there can be no assurance that the steps we take will be adequate to prevent misappropriation of our technology or the independent development of similar technologies by others. Despite our efforts to protect our technology, unauthorized parties may attempt to copy aspects of our products and develop similar hardware or software or to obtain and use information that we regard as proprietary. In addition, there can be no assurance that one or more parties will not assert infringement claims against us. The cost of responding to claims could be significant, regardless of whether the claims are valid. We cannot assure that the scope of any issued patent will adequately protect our intellectual property rights, or that patents will not be challenged, invalidated, or circumvented, or that the rights granted under the patents will provide us with meaningful protection or any commercial advantage.

On April 8, 2010, we filed a patent application in the United States inwith the United States Patents and Trademarks Office, or the USPTO, for the "Server-Based‘Server-Based Network Appliance", to protect our proprietary intellectual property with respect to SETAC products.Appliance’. On June 12, 2012 we were issued patent No. 8,199,523 entitled ‘Server-Based Network Appliance’ from the United States Patent and Trademark Office, with respectwhich relates to our SETAC product. The patent will expire in October, 2030. The patent covers a server-based network appliance in which a computer motherboard is mounted in a case with the bus slots of the motherboard adjacent to the rear side of the case. Communication adapter cards are mounted in the case so that the ports of these cards are accessible at the front panel. Bus extension circuitry inside the case connects the bus slots on the motherboard with the communication adapter cards, as though the cards were plugged into the motherboard. This configuration, which is used in the our SETAC product, gives the convenience of connecting and replacing modules via the front panel while using standard motherboards, which are not normally designed for front-panel access.
 
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During 2012-2013, we developed a Nano-Second Time-Stamping NIC. The NIC combines Intel’s networking silicon and the Company’s time-stamping FPGA (field programmable gate array), working at wire speed to time-imprint packets.


On September 16, 2013, we acquired all of the intellectual property related to the unique Virtualization Off-Load Engine developed during the last two years by Net Perform Technology, Ltd., a privately held company registered in Hong Kong, China. The Virtualization Off-Load Engine is able to off-load CPU tasks onto a separate intelligent add-on card, thereby freeing up server cycles and improving the server’s Networking and Storage I/O. Through the acquisition, we secured exclusive access to this important technology, which we anticipate will provide us with a significant competitive advantage. We intend to continue developing, improving and utilizing this technology, as we did through the SmartSilc VHIO 1.0. Despite perceived exclusive access to this product, and our best efforts during the acquisition process to secure the same, internal or external parties may attempt to copy, disclose, obtain or use our products, services or technology without our authorization, or may assert a claim of infringement regarding the product.such intellectual property. We do not consider this intellectual property to be material for our operations.

On February 8, 2015, we filed a patent application (14/616,718) in the USPTO with respect to Hybrid Networking Application Switch. On January 2, 2018, we were issued patent No. 9,858,227 entitled ‘Hybrid Networking Application Switch’ from the United States Patent and Trademark Office. The patent relates to a unique solution for combining functionalities of a rack mounted networking switch and a rack mounted server into a single rack mounted enclosure comprising a hybrid networking application switch or an accelerated hybrid networking application switch.

For additional information regarding the risks to the Company with respect to patents and other intellectual property rights see the risk factor entitled “We“We may not be able to protect our intellectual proprietary rights”rights” under Item 3.D  - “Risk Factors3.D. – “Risk Factors.”.

Competition

The networking and data infrastructure solutions industry is highly competitive. We face competition from numerous companies, some of which are more established, benefit from greater market recognition and have greater financial, production and marketing resources than we do. We cannot guarantee that our present or any contemplated products will continue to be distinguishable from those of our competitors or that the marketplace will find our products preferable to those of our competitors. Furthermore, there can be no assurance that competitive pressures will not result in price reductions that could materially adversely affect our business and financial condition and the results of our operations.
 
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We believe that our expanded feature set coupled with our customization capabilities and the general wide spectrum of solutions we offer givesgive us a competitive edge.

With respect to Server Adapters, our main competitor is Intel. In the Server Adaptercompetitors are Nvidia, Intel, and Broadcom. However, these companies seem to be targeting mostly major accounts with their somewhat limited offering of standard cards and rarely offer customized solutions. We target accounts of all sizes with a broader product line, our competition is not as significant. To the best of our knowledge, our only significant competitors in this industry are Interface Masters, Portwell, Caswell, Lanneroffering with various interfaces and Adlink. In addition, there may be other localform factors while providing very fast and efficient path to customized solutions which might also compete with our products.required by customers. Although the situation may change in the future, we believe that our competition in areas which are not being pursued by the bypass card marketlarge companies, is less significant than our competition in the non-bypass card market.significant.

In the Smart Cards products sector, our competition is fragmented, and differs with respect to the specific solution being offered by us. In this sector, Cavium, Tilera (now a part of Mellanox),Marvel, Nvidia, Netronome, Napatech, Solarflare Myricom (a subsidiary of CSP),Molex, Lanner and Caswell compete with certain of our Smart Cards. With respect to the encryption productsIn some cases of FPGA based cards, Intel and AMD also compete with our Smart Cards, sector, our main competitor is Cavium. With respect tohowever, as with the compressionServer Adapters space, they target mostly the biggest accounts and only with mainstream products of ourwhile for other accounts they cooperate with us.
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In the Smart CardsPlatforms products sector, our main competitors are CaviumCaswell, Lanner, Advantech and Exar. In addition, Lanner, PortwellNexcom. We believe that we provide a fast and Nexcom competeefficient path to customized Smart Platforms frequently required by customers, which coupled with our compute bladeswell established technical and network processor based cards.

Inbusiness relationships with Intel (the major supplier of the Stand-alone Products sector, our competition is fragmented, and differsmain building block of these Smart Platforms’ X86-based CPUs), provides us with respect to the specific solution being offered by us. With respect to the Bypass Switches and Intelligent Bypass Switches solutions (in which solutions are offered in the form of an external box instead of an embedded card), to the best of our knowledgeadvantage over our main competitors are Net Optics (subsidiary of IXIA), Gigamon, and Interface Masters. With respect to our unique SETAC solution, to the best of our knowledge, there is no direct competition to our products. As network appliances may be built based on either standard servers or special hardware appliances, our SETAC products are designed to improve and enhance the competitive positioning of standard servers in the network appliance industry compared to the special hardware appliances alternative. We believe that the products offered by suppliers of special hardware appliances such as Portwell, Caswell, Nexcom, Lanner and Advantech do not provide similar solutions as the SETAC solution and therefore constitute only non-direct competition. With respect to our CPE/Edge/Low End Appliance products, to the best of our knowledge our main competitors are Portwell, Caswell, Lanner and Nexcom.this area.

Governmental Regulation Affecting the Company

We are affected by the terms of research and development grants we have received from the OCS. IIA.
Under the termsR&D Law, research and development programs approved by the Research Committee of Israeli Government participation,the IIA (the “Research Committee”) are eligible for “Benefits” which include grants, loans, exemptions, discounts, guarantees and additional means of assistance, but with the exclusion of purchase of shares, provided under various tracks promulgated by the Council body (the “Tracks”). Most Tracks require the repayment of the Benefits in the form of the payment of royalties from the sale of the product developed or provision of related services, in accordance with the published Track guidelines and subject to other restrictions. Once a royaltyproject is approved, the IIA awards grants generally of 3% or up to 5%50% of the net salesproject’s expenditures in return for royalties, usually at the rate of products developed from a project funded by the OCS must be paid under the terms of the pre-R&D Amendment regime, beginning with the commencement3% of sales of products developed with grant funds and ending whensuch grants. For projects approved after January 1, 1999, the amount of royalties payable was up to a dollar-linked amount equal to 100% of such grants plus interest at LIBOR is repaid. or other applicable interest rate, such as the 12 month Secured Overnight Financing Rate (SOFR) rates, as published on the first trading day of the year by the CME Group (or any other institution authorized by the Federal Reserve).
The terms of Israeli Government participation also impose significant restrictions on manufacturingthese grants prohibit the manufacture outside of Israel of productsthe product developed with government grants, in accordance with the terms and conditionsprogram without the prior consent of the pre-R&D Amendment regime. In addition, accordingResearch Committee. Such approval is generally subject to an increase in royalty rates, as well as in the total amount to be repaid to the pre-RIIA to between 120% and 150% of the amount granted, depending on the extent of the manufacturing that is conducted outside of Israel.
The R&D Amendment regimeLaw, also provides that know-how from the research and development and any derivatives thereof, cannot be transferred or licensed to Israeli third parties without the approval of the Research Committee. The R&D Law stresses that it is not just transfer of know-how that was prohibited, but also transfer of any rights in such know-how. Approval of the transfer and/or license could be granted only if the Israeli transferee undertook to abide by all of the provisions of the R&D Law and regulations promulgated thereunder, including the restrictions on the transfer of know-how and the obligation to pay royalties, if applicable. Generally, royalty payments by the transferor are required in connection with the transfer to an Israeli third party.
The know-how from the research and development and any derivatives thereof cannot be transferred to non-Israeli third parties of technologies developed through such projects is subject towithout the approval of the OCS. FollowingResearch Committee, whose approval is generally contingent on payment of a significant penalty of up to six times the R&D Amendment there is currently much ambiguity regarding its implementationdollar-linked grant amount plus LIBOR or other applicable interest rate (such as the SOFR) and its effect onminus any royalties paid, subject to depreciation in accordance with the published rules. Such restriction does not apply to exports from Israel of final products developed with such technologies.
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The approval of out-licensing arrangements and other arrangements for granting of an authorization to an entity outside of Israel to use know-how developed under research and development grants received prior thereto. For additional information see “Item 10. Additional Information – Taxation”.programs funded by the IIA and any derivatives thereof is generally subject to payment of a “License Fee” to the IIA, at a rate that will be determined by the IIA in accordance with the IIA’s Licensing its rules, of up to six times the dollar-linked amount plus LIBOR or other applicable interest rate (such as the SOFR) and minus any royalties paid, subject to depreciation.
 
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In addition, we receive certain tax benefits and reduced tax rates from the Israeli government due to our status as a “Preferred Technological Enterprise” under the Law for the Encouragement of Capital Investments-1959, as amended. See “Item 10.10.E. – Additional Information – Taxation”.Taxation.” The entitlement to these benefits is conditional upon our fulfillment of the conditions stipulated by the law and the regulations promulgated thereunder. In the event of failure to comply with these conditions, the benefits could be canceled, and we would be required to refund the amount of the benefits, in whole or in part, with the addition of linkage differences and interest.

Our total outstanding contingencies in respect of IIA or IIA royalty-bearing participations received or accrued, net of royalties paid or accrued before interest, amounted to approximately US$ 2,960 thousand as of December 31, 2023, which are attributable to sales of certain discontinued products. As of the date of this annual report, all of our IIA programs have been closed per our request. We are not anticipating any sales of our products developed with IIA funding and accordingly do not expect to be required to pay any royalties to the IIA. In the unlikely event we do sell products developed using IIA funding, we will be required to pay royalties to the IIA as set forth in the R&D Law and directives published by the IIA.
C.          Organizational Structure

We have the following two wholly owned subsidiaries:
 
·
Silicom Connectivity Solutions, Inc. – a private company incorporated in the United States.
Fiberblaze A/S – a private company incorporated in Denmark. On December 10, 2014, we entered into the Fiberblaze SPA for the purchase of the entire holdings in Fiberblaze, pursuant to which we became its sole shareholder. As part of the Fiberblaze SPA, we have also purchased Fiberblaze US LLC, a private company incorporated in the United States, beingStates; and

Silicom Denmark (Fiberblaze A/S) – a 100% owned subsidiary of Fiberblaze. See "Item 10. Additional Information – C. Material Contracts" for additional information on the Fiberblaze SPA.private company incorporated in Denmark.

In addition, two of our founders, Messrs. Yehuda and Zohar Zisapel, are also founders of, and in certain instances still directors and/or material shareholders of some of the corporations within the “Rad Group”. See Item 7. “Major Shareholders and Related Party Transactions" for additional information on our relationships with members of this group of companies.


D.          Property, Plant and Equipment

We do not own any real property, but we lease property at fivesix locations. Our manufacturing plant and additional storage space are located in two locations in Yokne’am, Israel, , our executive offices are located in Kfar Sava, Israel, our marketing and sales offices are located in our Kfar Sava, Israel, in Søborg, Denmark, and in Paramus, New Jersey, the United States, and our research and development facilities are located in Kfar Sava, Israel, in Søborg, Denmark, and in Charlottesville, Virginia, the United States.

In November 2007, we renewed the term of the lease for our Kfar Sava offices until December 31, 2008, and have been extending such lease each year. During 2013 we extended the lease further until April, 2015, when the lease terminated in accordance with its terms. This facility was approximately 1,050 square meters in size, and we paid a monthly rent of approximately $16,000. In April 2015, following the termination of our lease due to our election not to renew it, we moved to our newOur executive offices in Kfar Sava which we lease for a period of five years, ending in February 28, 2020, with an option to renew the term for an additional five years period. This facility isare approximately 1,5002,000 square meters in size and thesize. The remaining lease period is approximately one year, ending February 28, 2025. Our monthly rental payments for this office space (which include various managementmaintenance services) are equal to approximately $32,000.US$ 51,100.
 
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We have conducted our manufacturing in Yokneam,Yokne’am, Israel since 2000.
In January 2014, followingMarch 2020, we entered into a lease agreement for the termination our lease (which wasof an approximately 4,000 square meter manufacturing facility, as well as an approximately 360 square meters of storage space, in effect since January 2009) due to our election not to exercise our option to renew it, we moved to a new facility in Yokneam, which we lease pursuant to a sub-leaseYokne’am, Israel, for a period of three years, ending in December 31, 2016, with an optionup to renew the term for an additional period of three years. This facility is approximately 2,400 square meters in size plus additional warehouse areas of approximately 250 meters in size and the120 months. The monthly rental payments (which include rentalvarious payments including maintenance services) will vary during the remaining lease period from between approximately US$ 71,300 to approximately US$ 79,400
In September 2022, we entered into a lease agreement for the lease of approximately 670 square meters of storage space in Migdal Ha’emek, Israel, for a period of 60 months. This agreement was terminated effective as well as fees for various management and upkeep services) are approximately $45,000.of February 29, 2024.

WeIn October 2019, we entered into a commercial lease agreement to lease office space in Charlottesville, Virginia, in the United States.States for a 37-month period commencing on December 1, 2019. The lease isagreement includes two options for the extension of the lease for 24-months each. In July 2022, we exercised the first option to extend the lease agreement for a period of 2624 months, ending in December 31, 2017. Thiscommencing on January 1, 2023. The facility is approximately 929606 square meters in size and the monthly payments are approximately $11,000.US$ 8,900 per month in the first 12 months and approximately US$ 9,100 per month in the following 12 months.

As of February 2004,Since April 2017, we sub-leasehave leased office space of approximately 2,500 square feet in Paramus, New Jersey, from our affiliate, Radcom Equipment, Inc.Jersey. Our current sub-lease extendslease is until December 31, 2016.June 2027. Currently, the monthly rentrental payments (including utilities) for this space are approximately $2,000. See “Item 7 – Major Shareholders and Related Party Transactions.”US$ 4,820.

WeIn addition, we lease office space of approximately 1,800 square meters in Søborg, DenmarkDenmark. The term of approximately 472 square meters, until September 2016.  If we will choose notthe lease agreement expires on November 1, 2025. The lease can be terminated by a six-month advanced notice to extend our current lease pass such date, we will seek to lease a new facility for its office space.the landlord. The monthly rent paymentsrental payment (including maintenance services) for this space areis approximately $8,000.US$ 20,000.
 
We believe that our facilities in Israel, the United States and Denmark are suitable and adequate for our operations as currently conducted. In the event that additional facilities are required, or we need to seek alternative rental properties, we believe that we could obtain such additional or alternative facilities at commercially reasonable prices.

Item 4A.          UNRESOLVEDUNRESOLVED STAFF COMMENTS
 
There are no unresolved staff comments.

Item 5.          OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
General

Overview
 
Silicom was incorporated in Israel and commenced operations in 1987. We have traditionally been engaged in the design, manufacture, marketing and support of connectivity solutions for computers. We are currently engaged in the design, manufacture, marketing and support of high performancehigh-performance networking and data infrastructure solutions. Designed primarily to improve performance and efficiency in Cloud and Data Center environments, our solutions for a broad rangeincrease throughput, decrease latency and boost the performance of servers server based systems and communications devices.networking appliances, the infrastructure backbone that enables advanced Cloud architectures and leading technologies like NFV, SD-WAN and Cyber Security. Our products are sold to OEM customers who offer networking appliances, serversused by major Cloud players, service providers, telcos and storage devices. AsOEMs as components of their infrastructure offerings, including both add-on adapters in the market moves to utilize applications within virtualization based Cloud Data Centers, our products are now offered in this market sector as well.Center and stand-alone virtualized/universal CPE devices at the edge. In 2013, 20142021,2022 and 20152023 we recorded sales from all of our networking and data infrastructure solutions of approximately,  $73.3US$ 128.5 million, $75.6US$ 150.6 million and $82.7US$ 124.1 million respectively. We primarily sell our products through original equipment manufacturersto major Cloud players, service providers, telcos and OEMs and, to a lesser extent, through independent distributors (on a non-exclusive basis).
 
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Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described below.

·Goodwill and other intangible assets - Goodwill reflects the excess of the purchase price of business acquired over the fair value of net assets acquired. Goodwill is not amortized but instead is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

The Company operates in one operating segment and this segment comprises one reporting unit.

Goodwill is reviewed for impairment at least annually in accordance with ASU 2011-08, Testing Goodwill for Impairment. ASU 2011-08 provides an entity the option to perform a qualitative assessment to determine whether it is more likely than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more likely than-not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required.

If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed. During the year ended December 31, 2015, no impairments were found and therefore no impairment losses were recorded.

Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives of up to 3 years. The acquired customer relationships, current technology, intellectual property and backlog are amortized over their estimated useful lives in proportion to the economic benefits realized. This accounting policy results in amortization of such intangible assets in the straight-line method.

Recent Accounting Pronouncements
 
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·Inventories – Inventories are stated at the lower of cost or market. Cost is determined using the "weighted average-cost" method. We write down obsolete or slow moving inventory to its market value.
Not applicable.
 
A.·Marketable securities – We account for investments which we intend and are able to hold to maturity, that are classified as held-to-maturity investments as defined in ASC 320-10, “Accounting for Certain Investments in Debt and Equity Securities”.Operating Results

Whenother-than-temporary impairment has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether we intend to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If we intend to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is recognized in earnings equal to the entire difference between the amortized cost basis of the investment and its fair value at the balance sheet date. If we do not intend to sell the security and it is not more likely than not that we will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings.
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●
Income Taxes – We account for income taxes under ASC 740-10, "Accounting for Income taxes". Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred taxes assets to the amount expected to be realized. Valuation allowances in respect of deferred taxes were recorded in respect of the following matter:

●
Deferred tax assets that, as we believe, are more likely than not to be realized. In assessing the potential of realization of deferred tax assets, we consider projected future taxable income and tax planning strategies.

Deferred tax assets and liabilities are classified as current or non-current items in accordance with the nature of the assets or liabilities to which they relate. When there are no underlying assets or liabilities the deferred tax assets and liabilities are classified in accordance with the period of expected reversal. Income tax expenses represent the tax payable for the period and the changes during the period in deferred tax assets and liabilities. In 2012, Silicom Connectivity Solutions, Inc. utilized all of its loss carry-forward (in 2011, all of the valuation allowance referred to loss carry-forward related to Silicom Connectivity Solutions, Inc.) and therefore all related deferred tax assets and valuation allowance were derecognized. As of December 31, 2015, the deferred tax assets were $1,545 thousand and the deferred tax liabilities were $268 thousand, whereas in 2014, the deferred tax assets were to $913 thousand and the deferred tax liabilities were $543 thousand.

We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

ASC 740, "Accounting for Uncertainty in Income Taxes" clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This interpretation prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740 also provides guidance on de-recognition of tax positions, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position.
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As of January 1, 2015 and for the twelve months ended December 31, 2015, we did not have any significant unrecognized tax benefits. In addition, we do not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months.

·Accounting for Stock-Based Compensation – The Company recognizes compensation expense in accordance with ASC topic 718, "Compensation – stock compensation" based on estimated grant date fair value using an option-pricing model. Some of our share-based awards granted after January 1, 2008 include features that are not supported by the Black and Scholes valuation model, such as an expiration date to occur if the closing price of the Shares falls below 50% of the grant date share price. Therefore for such share-based awards granted after January 1, 2008, the Company recognizes compensation expense based on estimated grant date fair value using the Monte Carlo option-pricing model or the Binomial option-pricing model, while for the remaining share-based awards granted after January 1, 2008 the Company recognizes compensation expense based on estimated grant date fair value using the Black and Scholes model.

A.           Operating Results


You should read the following management’s discussion and analysis of our financial condition and operating results in conjunction with the consolidated financial statements and the related notes thereto included in this annual report. The following table sets forth, for the periods indicated, the relationship (in percentages) of items from our Consolidated Statement of Operations Data to our total sales:

Year Ended December 31,202120222023
Sales100%100%100%
Cost of sales65.465.576.9
Gross profit34.634.523.1
Research and development expenses15.613.716.6
Sales and marketing expenses5.14.65.6
General and administrative expenses3.63.03.4
Impairment of goodwill--20.6
Operating Income10.213.2(23.1)
Financial income, net(0.1)1.61.1
Income (loss) before income taxes10.014.9(22.0)
Income tax expenses (benefit)1.82.8(0.7)
Net Income (loss)8.212.2(21.3)
Year Ended December 31,
  2013  2014  2015 
Sales  100%  100%  100%
Cost of sales  59.8   59.3   58.8 
Gross profit  40.2   40.7   41.2 
Research and development costs  7.5   8.6   11.7 
Sales and marketing expenses  5.2   5.8   6.8 
General and administrative expenses  3.5   3.7   4.4 
Contingent consideration expense (benefit)  0.0   0.1   (3.7)
Operating Income  24.0   22.5   22.0 
Financial income, net  0.5   0.4   0.3 
Income before income taxes  24.5   22.9   22.3 
Income tax expenses  1.2   3.6   2.3 
Net Income  23.3   19.3   20.0 


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Sales in 2015 increased2023 decreased by 9.4%17.6% to 82,738US$ 124,131 thousand compared to $75,622US$ 150,582 thousand in 2014.2022, reflecting mainly two major headwinds that impacted our business during the second half of the year. The first one is a result of customers’ excess inventories built up during a period of supply chain uncertainty that started with Covid and continued with a long period of electronic component shortages. The second one is the global economic slowdown and high interest rates leading to longer decision-making processes on new projects and slower investment and implementation of existing infrastructure projects.
Sales in 2022 increased by 17.2% to US$ 150,582 thousand compared to US$ 128,460 thousand in 2021, reflecting the continued high demand for our products and our success in mitigating the impacts of the global component shortage crisis. The increase in sales was mainly attributed to the success of our continued success in our target markets including those driven by trends like Cyber security, Cloud Computing, SDN, NFV, Virtualization and other trends, and to our continued success inSmart Edge products, expanding our product offering and customer base.total addressable market for these products beyond SD-WAN to markets such as SASE, Dedicated Internet, as well as other markets.

Sales in 2014 increased moderately by 3.2% to $75,622 thousand compared to $73,298 thousand in 2013. Our modest growth in 2014 was mainly attributed to the following overlapping factors - continued increase of ongoing orders from existing customers, continued integration of our products into some of our larger customers' product lines and the continued expansion of our customer base, offset by a lower demand for our products from our largest customer (who is not a competitor of the Company) in the total amount of approximately $6.4 million during 2014, representing approximately 8.5% of our sales in 2014. Such lower demand was attributed to the customer's typical refresh and upgrade cycle, which occurs every few years and during which our sales to customers undergoing such cycle may either decline, increase or remain steady. During 2014, the customer replaced one of its appliances which embedded Silicom cards with cards of another company. All of the above, coupled with a sharp growth of 50.4% in 2013 which created high comparable sales number for 2014, lead to our modest growth in 2014.

Gross profit in 20152023 was $34,079US$ 28,689 thousand compared to $30,787US$ 51,956 thousand in 2014.2022. Gross profit as a percentage of sales in 20152023 was 41.2%23.1%, compared to 40.7%34.5% in 2014. Our2022. The lower gross profit percentage in 2023 compared to 2022 was mainly attributed to: (i) a US$ 5.3 million impairment of intangible assets, (ii) changes in the mix of products that we sold in 2023, on which our gross profit is largely dependent on the mix of products we sell during a specific year. The higher gross profit percentage in 2015 compared to 2014 was primarily a result of changes to the mix of products we sold in 2015.dependent. Gross profit iswas also affected by, among other factors, by amortization of acquired intangible assets in the amount of $655 thousand, compared with $40 thousand in 2014 as well as by write-downs of inventory made with respect to any obsolete or slow moving or obsolete inventory that we can no longer use. Theuse; the inventory write-downs as a percentage of sales in 2015 decreased2023 increased to 0.3%5.2% (of which 3.5% (US$ 4.3 million) is attributed to a one-time write-down of inventory related to an impairment of intangible assets), compared to 1.4%2.0% in 2014.2022.

Gross profit in 20142022 was $30,787US$ 51,956 thousand compared to $29,433US$ 44,388 thousand in 2013.2021. Gross profit as a percentage of sales in 20142022 was 40.7%34.5%, compared to 40.2%34.6% in 2013. Our gross profit is largely dependent on2021. The change in the mix of products we sell during a specific year. The higher gross profit percentage in 20142022 compared to 20132021 was primarily a result of changesmainly attributed to the mix of products that we sold in 2014.2022, on which our gross profit is largely dependent. Gross profit iswas also affected by, among other factors, by write-downs of inventory made with respect to any obsoleteslow moving or slow movingobsolete inventory we can no longer use. Theuse; the inventory write-downs as a percentage of sales in 20142022 decreased to 1.4%2.0%, compared to 2.6%4.1% in 2013.
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2021.
 
Research and development costsexpenses in 20152023 increased by 49.7%0.4% to $9,702US$ 20,638 thousand compared to $6,480US$ 20,563 thousand in 2014.2022. This increase was mainly attributed to the increasea decrease in the numbercapitalization of our research andinternal software development employees required for our continued investment in new product development, enhancements to existing products and the development of new networking and connectivity technologies expanding our product offering to our target markets, which contributed approximately $2,999 thousand to such increase and to an increase in amortization of acquired intangible assetscosts which amounted to approximately $693thousandUS$ 1,092 thousand in 2015,2023, compared to $95US$ 2,547 thousand in 2014,2022, as offset by a relative strengthening of the US Dollar against the New Israeli Shekel and the Danish Krone (since a significant portion of our research and development expenses are incurred in New Israeli Shekels) ofShekels and Danish Krone), which amounted to approximately $470US$ 1,118 thousand.

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Research and development costsexpenses in 20142022 increased by 18.6%2.3% to $6,480US$ 20,563 thousand compared to $5,465US$ 20,091 thousand in 2013.2021. This increase was mainly attributed to our continued investmenta decrease in new productcapitalization of internal software development enhancementscosts in the amount of US$ 2,547 thousand in 2022, compared to existing products and the development of new networking and connectivity technologies which contributed approximately $876US$ 3,562 thousand to such increase, toin 2021, as well as an increase in amortization of acquired intangible assetsthe share-based compensation which amounted to approximately $95US$ 1,454 thousand in 2014,2022, compared to $20US$ 1,011 thousand in 2013, and to2021, as offset by a relative weakeningstrengthening of the US Dollar against the New Israeli Shekel and the Danish Krone (since a significant portion of our research and development expenses are incurred in New Israeli Shekels)Shekels and Danish Krone), which contributedamounted to approximately $44 thousand to such increase.US$ 1,018 thousand.

Sales and marketing expenses in 2015 increased2023 decreased by 27.9%0.8% to $5,651US$ 6,935 thousand compared to $4,418US$ 6,990 thousand in 2014.2022. This increasedecrease was mainly attributed to our continued investment in the promotion of our server networking products to our target markets including those driven by trends like Cyber security, Cloud Computing, SDN, NFV, Virtualization and other trends, by, among others, our continued effort to expand exposure of our product offering and expanding our customer base , which contributed approximately $1,176 thousand to such increase and to an increase in amortization of acquired intangible assets which amounted to approximately $262 thousand in 2015, compared to $10 thousand in 2014, offset by a relative strengthening of the US Dollar against the New Israeli Shekel and the Danish Krone (since a significant portion of our sales and marketing expenses are incurred in New Israeli Shekels)Shekels and Danish Krone) which amounted to approximately US$ 329 thousand, as offset by our continued investment in the promotion of our networking and data infrastructure solutions, expanding our customer base and product offering, which contributed approximately $205US$ 301 thousand.

Sales and marketing expenses in 20142022 increased by 15.7%5.9% to $4,418US$ 6,990 thousand compared to $3,818US$ 6,599 thousand in 2013.2021. This increase was mainly attributed to our continued investment in the promotion of our server networking products,and data infrastructure solutions, expanding our customer base and product offering, which contributed approximately $581US$ 484 thousand, as well as to suchan increase andin the share-based compensation which amounted to approximately US$ 774 thousand in 2022, compared to US$ 697 thousand in 2021, as offset by a relative weakeningstrengthening of the US Dollar against the New Israeli Shekel (since part of our selling and marketing expenses are incurred in New Israeli Shekels), which contributed approximately $ 19 thousand to such increase.
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General and administrative expenses in 2015 increased by 29.1% to $3,611 thousand compared to $2,798 thousand in 2014. This increase was mainly attributed to the growth in our activity, which contributed approximately $685 thousand to such increase, and to acquisition related expenses, which contributed approximately $299 thousand to such increase, offset by a relative strengthening of the US Dollar against the New Israeli ShekelDanish Krone (since a significant portion of our sales and marketing expenses are incurred in New Israeli Shekels) ofShekels and Danish Krone), which amounted to approximately $171US$ 170 thousand.

In 2015 we had a contingent consideration benefit in the amount of $3,090 thousand compared to an expense of $45 thousand in 2014. For additional information see Note 3B to our financial statements included elsewhere in this annual report.

General and administrative expenses in 2014 increased2023 decreased by 10.5%5.5% to $2,843US$ 4,229 thousand (out of which $45 thousand expenses were related to contingent consideration), compared to $2,572US$ 4,477 thousand in 2013.2022. This increasedecrease was mainly attributed to the growth in our activity, which contributed approximately $250 thousand to such increase, and to a relative weakeningstrengthening of the US Dollar against the New Israeli Shekel and the Danish Krone (since a significant portion of our general and administrative expenses are incurred in New Israeli Shekels),Shekels and Danish Krone) which contributedamounted to approximately $21US$ 652 thousand, as offset by an increase in payroll related expenses attributed to such increase.general and administrative activity, which amounted to approximately US$ 359 thousand.

Financial income, netGeneral and administrative expenses in 20152022 decreased by 16.3%3.5% to $220US$ 4,477 thousand compared to $263US$ 4,641 thousand in 2014. The2021. This decrease was primarilymainly attributed to increase in expenses attributed to the relativea strengthening of the US Dollar against the New Israeli Shekel and the Danish Krone (since a significant portion of our general and administrative expenses are incurred in New Israeli Shekels and Danish Krone) which amounted to approximately US$ 228 thousand, as offset by an increase in payroll related expenses attributed to general and administrative activity which amounted to approximately US$ 28 thousand,  as well as to an increase in the share-based compensation, which amounted to approximately US$ 710 thousand in 2022, compared to US$ 674 thousand in 2021.
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Impairment of goodwill - as of the end of 2023 we deemed our entire goodwill in the amount of US$ 25,561 thousand impaired, and recorded an impairment charge of US$ 25,561 thousand, compared to no impairment of goodwill in 2022.
Financial income, net in 2023 amounted to US$ 1,372 thousand compared to financial income, net of US$ 2,464 thousand in 2022. The change is mainly attributed to a strengthening of the US Dollar against the New Israeli Shekel and the Danish Krone, which created net financial income in US Dollars from exchange rate differences (a significant portion of our balance sheet assets and obligations are denominated in New Israeli Shekels), andShekels as well as Danish Krone) of US$ 163 thousand in 2023 compared to financial income of  US$ 2,308 thousand in 2022, as offset by an increase in income from investment in marketable securities and bank fees.deposits, which was attributed to an increase in funds available for investment, and which amounted to US$ 1,254 thousand in 2023 compared to US$ 230 thousand in 2022.

Financial income, net in 2014 decreased by 34.9%2022 amounted to $263US$ 2,464 thousand compared to $404financial expenses, net of US$ 152 thousand in 2013.2021. The decrease was primarily caused by the relative weakeningchange is mainly attributed to a strengthening of the US dollarDollar against the New Israeli Shekel and the Danish Krone, which created net financial income in US Dollars from exchange rate differences (a significant portion of our balance sheet assets and obligations are denominated in New Israeli Shekels), which createdShekels as well as Danish Krone) of US$ 2,308 thousand in 2022 compared to financial expenses of US$ 1,031 thousand in 2021, as offset by a net financial expense in US dollars from exchange rate differences, and the decrease in yieldsincome from investmentsinvestment in marketable securities.securities and bank deposits, which was attributed to a decrease in funds available for investment, and which amounted to US$ 230 thousand in 2022 compared to US$ 927 thousand in 2021.

In 20152023 we recorded current income tax expenses of $2,848US$ 1,122 thousand and deferred income tax benefit of $907US$ 1,885 thousand compared to similar current income tax expenses of $2,903US$ 2,963 thousand and deferred income tax benefitexpenses of $219US$ 1,178 thousand in 2014.2022. The increasedecrease in our current income tax expenses was mainly attributed to a decrease in our income and the resulting taxable income. The change in the deferred income taxes was mainly attributed to the following factors:  (i) deferred income tax benefit was mainly attributedrelated to acquired goodwill, which amounted to US$ 382 thousand in 2023 compared to deferred income tax expenses in the amount of  US$ 1,511 thousand in 2022, (ii) deferred income tax benefit relating to intangible assets, which amounted to US$ 150 thousand in 2023 compared to deferred income tax expenses in the amount of US$ 253 thousand in 2022, (iii) an increase in income tax benefit relating to tax benefitsloss carryforwards, which amounted to US$ 306 thousand in 2023 compared to 0 thousand in 2022, (iv) deferred income tax expenses relating to share basedresearch and development costs, which amounted to US$ 315 thousand in 2023 compared to deferred income tax expenses in the amount of US$ 620 thousand in 2022, offset by (v) deferred income tax expenses relating to share-based compensation provided by us to our employees and directors, which amounted to $242 thousand compared to $0US$ 53 thousand in 2014,2023 compared to an increase in deferred income tax benefitexpenses in relation to amortizationthe amount of acquired intangible assets, which amounted to $280US$ 36 thousand in 2015 compared to $19 thousand in 2014, and to tax loss carryforwards, which amounted to $179 thousand in 2015 compared to $0 thousand in 2014.2022. In addition, in 20152023 we recorded an income tax benefitsbenefit relating to prior years in the amount of $36US$ 126 thousand, and in 2014 we recordedcompared to an income tax expensesbenefit relating to prior years in the amount of $20 thousand.US$ 57 thousand in 2022.
 
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In 20142022 we recorded current income tax expenses of $2,903US$ 2,963 thousand and deferred income tax benefitexpenses of $219US$ 1,178 thousand compared to current income tax expenses of $1,428US$ 2,473 thousand and deferred income tax benefitexpenses of $552US$ 48 thousand in 2013. In addition,2021. The increase in 2014 we recordedour current income tax expenses was mainly attributed to an increase in our income and the resulting taxable income. The increase in the deferred income tax expenses was mainly attributed to the following factors: (i) deferred income tax expenses relating to prior yearsresearch and development costs, which amounted to US$ 620 thousand in 2022 compared to deferred income tax benefit in the amount of $20US$ 141 thousand and in 2013 we recorded2021, (ii)  deferred tax expenses relating to intangible assets, which amounted to US$ 253 thousand in 2022 compared to deferred income tax expenses in the amount of US$ 25 thousand in 2021, (iii)  deferred income tax expenses relating to share-based compensation provided to our employees and directors, which amounted to US$ 36 thousand in 2022 compared to deferred income tax benefit in the amount of US$ 62 thousand in 2021, offset by (iv) a decrease in income tax expenses relating to tax loss carryforwards, which amounted to US$ 0 thousand in 2022 compared to income tax expenses which amounted to US$ 66 thousand in 2021. In addition, in 2022 we recorded an income tax benefit relating to prior years in the amount of $29 thousand.US$ 57 thousand, compared to an income tax benefit relating to prior years In the amount of US$ 157 thousand in 2021.

In 20152023 we recorded net incomeloss of $16,520US$ 26,413 thousand compared to net income of $14,605US$ 18,306 thousand in 2014,2022. The loss was mainly attributed to: (i) US$ 25.6 million impairment of goodwill, (ii) US$ 5.3 million impairment of intangible assets, (iii) a 13.1% increase. Thisone-time US$ 4.3 million inventory write-off related to impairment of intangible assets, and (iv) a decrease in our activity and sales.
In 2022 we recorded net income of US$ 18,306 thousand compared to net income of US$ 10,541 thousand in 2021, an increase of 73.7%. The increase was mainly dueattributed to the increase in our activity and sales.

In 2014 we recorded net income of $14,605 thousand compared to net income of $17,077 thousand in 2013, a 14.5% decrease. This decrease was mainly due to higher operating expenses which we incurred during 2014 and to a higher corporate income tax rate effective as of 2014, whereas our sales remained similar to previous years.

Impact of Inflation and Currency Fluctuations on Results of Operations, Liabilities and Assets

Since the majority of our revenues are denominated and paid in U.S. dollars,Dollars, we believe that inflation in Israel and in Denmark and fluctuations in the U.S. dollar exchange rates do not have any material effect on our revenue. Inflation in Israel or Denmark and the Israeli and Danish currency as well as U.S. dollar exchange rate fluctuations, may however, have an effect on our expenses and, as a result, on our net income/loss. The cost of our Israeli and Danish operations, as expressed in U.S. dollars,Dollars, is influenced by the extent to which any change in the rates of inflation in Israel or Denmark are not offset (or are offset on a lagging basis) by a change in valuation of the NIS or DKK in relation to the U.S. dollar.

We do not presently engage in any hedging or other transactions intended to manage the risks relating to foreign currency exchange rate or interest rate fluctuations. However, we may in the future undertake such transactions, if management determines that it is necessary to offset such risks.

B.           Liquidity and Capital Resources
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B.Liquidity and Capital Resources
As of December 31, 2015,2023, we had working capital of $59,419US$ 122,251 thousand and our current ratio (current assets to current liabilities) was 4.00.10.49. Cash and cash equivalents as of December 31, 20152023 increased by $288US$ 16,238 thousand to $18,178US$ 46,972 thousand, compared to $17,890US$ 30,734 thousand as of December 31, 2014.

We did not have any short-term bank deposits in 2015, compared to $4,000 thousand short-term bank deposits as of December 31, 2014.
2022. Short-term marketable securities decreasedincreased by $6,531US$ 3,937 thousand to $8,636US$ 7,957 thousand, compared to $15,167US$ 4,020 thousand as of December 31, 2014,2022, and long-term marketable securities increased by $3,888US$ 1,456 thousand to $24,246US$ 16,619 thousand, compared to $20,358US$ 15,163 thousand as of December 31, 2014.2022. The net decreaseincrease of $6,355US$ 21,631 thousand in these fourthree balance sheet items in 20152023 was mainly dueattributed to acquisitions which contributed an expenditure of approximately $10,000 thousand to such changes, to payment of dividend which contributed approximately $7,300 thousand to such changes and to property, plant and equipment expenditures which contributed approximately $3,000 thousand to such changes, offset bythe following: positive net cash provided by operating activities in the amount of $13,000US$ 31,924 thousand,  and to consideration received in connection with exerciseas offset by (i) purchase of options to purchase our ordinarytreasury shares in the amount of approximately $943 thousands.
US$ 9,320 thousand, (ii) payments in relation to purchase of property, plant and equipment which amounted to US$ 1,122 thousand, and (iii) investment in intangible assets which amounted to US$ 1,092 thousand.
 
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Trade receivables (including trade receivable from related parties; For additional information regarding trade receivables from related parties see "Item 7B. – Major Shareholders and Related Party Transactions – Related Party Transactions.") increaseddecreased to $23,768US$ 25,004 thousand as of December 31, 2015,2023, compared to $18,831US$ 27,258 thousand as of December 31, 2014. 2022. This increasedecrease was mainly attributed to the increase ofdecrease in our activity.
sales. Other receivables decreasedincreased to $1,380US$ 3,688 thousand as of December 31, 2015,2023, compared to $1,632US$ 3,620 thousand as of December 31, 2014.2022.

Trade payables increaseddecreased to $8,556US$ 4,139 thousand as of December 31, 2015,2023, compared to $8,236US$ 15,922 thousand as of December 31, 2014.2022. This decrease was mainly attributed to the decrease in our purchasing of inventory. Other payables and accrued liabilities increaseddecreased to $11,147US$ 6,668 thousand as of December 31, 2015,2023, compared to $5,783US$ 9,641 thousand as of December 31, 2014.2022. This increasedecrease was mainly attributed to a decrease in our employee-related payable benefits.
Inventories decreased to US$ 51,507 thousand as of December 31, 2023, compared to US$ 87,985 thousand as of December 31, 2022. This decrease was primarily the paymentresult of contingent consideration which the Company is obligateda decrease in our inventory purchasing, and a decrease in our inventory level needed to pay under the Fiberblaze SPA to the Fiberblaze sellers in the amount of $1,498 thousand pursuant to achievement of certain pre-determined milestones and to the payment of the first contingent consideration which the Company is obligated to pay under the ADI APA to the ADI sellers in the amount of $3,000 thousand pursuant to the achievement of certain pre-determined first milestone.support our customers' orders.

Cash provided by operating activities in 20152023 amounted to $13,287US$ 31,924 thousand compared to $20,684cash used in operating activities in the amount of US$ 4,090 thousand in 2014.2022. The cash provided by operating activities in 20152023 was the result ofmainly attributed to a decrease in our positive operating income.inventory.

Inventories increased to $26,321 thousand as of December 31, 2015, compared to $25,449 thousand as of December 31, 2014.

Capital expenditures on property and equipment for the year ended at December 31, 20152023 were $2,969US$ 1,275 thousand, compared to $1,838US$ 2,121 thousand as of December 31, 2014. This increase was mainly attributed to investment in our leased property designated to better accommodate our needs.2022.

We have cash and cash equivalents that we believe are sufficient for our present requirements. Furthermore, our cash resources are sufficient to fund our operating needs for at least the next twelve months.
 
Other Long-Term Liabilities Reflected on the Company's Balance Sheet:
 
The liability for employee’' severance benefits amounted to approximately US$ 2,672  thousand as of December 31, 2023.
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The liability for employee’' severance benefits is calculated on the basis of the latest monthly salary paid to each employee multiplied by the number of years of employment. The liability is covered by the amounts deposited by us into employee’' manager’' insurance and/or pension fund accounts in respect of severance obligations to such employees, including accumulated income thereon as well as by the unfunded provision reflected on the balance sheet.
 
While the timing of such obligations cannot be pre-determined, such liability will be removed, either by termination of employment or retirement.

C.           Research and development, patents and licenses, etc.

C.Research and Development, Patents and Licenses, etc.
Since we commenced operations, we have conducted extensive research, development and engineering activities. Our efforts emphasize the development of new products, cost reduction of current products, and the enhancement of existing products, generally in response to rapidly changing customer preferences, technologies and industry standards.

Because the market for our products is characterized by rapidly changing technology and evolving industry standards, our success depends upon our ability to select, develop, manufacture and market new and enhanced products in a timely manner to meet changing market needs. As such, we invest significant resources in research and new product development, enhancements to existing products, and the development of new networking and connectivity technologies, and we expect to continue to do so.

As of June 2012, we have a patent No. 8,199,523 entitled ‘Server-Based'Server-Based Network Appliance’Appliance' from the United States Patent and Trademark Office, which relates to a server-based network appliance in which a computer motherboard is mounted in a case with respectthe bus slots of the motherboard adjacent to our SETAC product.the rear side of the case.

On September 16, 2013, we acquired all of the intellectual property related to the unique Virtualization Off-Load Engine developed during the last two years by Net Perform Technology, Ltd., a privately held company registered in Hong Kong, China.
As of December 2014, we own or have licenses or similar rights with respect to Fiberblaze,Silicom Denmark (Fiberblaze A/S), including Fiberblaze'sSilicom Denmark (Fiberblaze A/S’'s high performance OEM hardware platform for Ethernet and network interface product family, registered names and domain name.

As of SeptemberOctober 2015, we own all intellectual property and intellectual property rights in which ADI has an ownership interest or have licenses or similar right where ADI has such licenses or rights, including with respect to custom embedded, communications and networking products based on the latest IntelIntel® silicon, registered names and domain name.

As of January 2018, we have a patent No. 9,858,227 entitled 'Hybrid Networking Application Switch' from the United States Patent and Trademark Office, which relates to a unique solution for combining functionalities of a rack mounted networking switch and a rack mounted server into a single rack mounted enclosure comprising a hybrid networking application switch or an accelerated hybrid networking application switch.
We cannot assure you that the scope of any issued patent will adequately protect our intellectual property rights, or that patents will not be challenged, invalidated, or circumvented or that the rights granted under the patents will provide us with meaningful protection or any commercial advantage.

On September 16, 2013, we acquired all of the intellectual property related to the unique Virtualization Off-Load Engine developed during the last two years by Net Perform Technology, Ltd., a privately held company registered in Hong Kong, China. The Virtualization Off-Load Engine is able to off-load CPU tasks onto a separate intelligent add-on card, thereby freeing up server cycles and improving the server’s Networking and Storage I/O. Through the acquisition, we secured exclusive access to this important technology, and we intend to continue developing and improving upon this technology. Despite perceived exclusive access to this product, and our best efforts during the acquisition process to secure same, internal or external parties may attempt to copy, disclose, obtain or use our products, services or technology without our authorization, or assert a claim of infringement regarding the product.
 
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On February 8, 2015 we filed a patent application (14/616,718) in the USPTO with respect to Hybrid Networking Application Switch.

For additional information regarding the risks to the Company with respect to patents and other intellectual property rights see the risk factor entitled “We“We may not be able to protect our intellectual proprietary rights”right” under Item 3.D  - “Risk3.D. –“Risk Factors”.

The Government of Israel encourages research and development projects oriented towards products for export or projects which will otherwise benefit the Israeli economy. In each of the three fiscal years from 1999 to 2001, we received grants from the OCSOffice of the Chief Scientist, replaced by the IIA, for the development of systems and products. We have received from the OCSIIA up to 30% of certain research and development expenditures for particular projects. Under the terms of Israeli Government participation, as in effect prior to the R&D Amendment, a royalty usually at the rate of 2% or up to 5%3% of the net sales of products developed from a project funded by the OCSIIA must be paid, beginning with the commencement of sales of products developed with grant funds and ending when a dollar-linked amount equal to 100% of such grants without interest, for projects approved prior to December 2000, and plus interest at LIBOR or other applicable interest rate, for amounts received after that date, is repaid. The terms of Israeli Government participation as in effect prior to the R&D Amendment, also place restrictions on the location of the manufacturing of products developed with government grants, which, in general, must be performed in Israel, and on the transfer to third parties of technologies developed through projects in which the government participates. The R&D Amendment amended the core terms of the Israeli Government participation and placed substantial discretionIIA has previously provided funding in a new authority establishedrelation to replace the OCS and provided only guidelines regarding material terms such as royalty rates and transfer of know-how developed with government grants. See “Item 10. Additional Information - Taxation”. We received approximately 20% of certainour research and development expenditures for a particular projectefforts. As of the date hereof, we have received funding from the IIA in 2003the aggregate amount of approximately US$ 4,388,000 and have paid the IIA an aggregate amount of approximately 30% of such expenditures for a particular projectUS$ 1,428,000 in 2004. We did not have any new grant programs withroyalties in relation thereto. See “Item 4.B. – Information on the OCS from 2005 to 2015. Company – Business Overview – Governmental Regulation Affecting the Company”
In August 2005, we received approval for a $54 thousand dollarUS$54 thousand-dollar grant from the Korea-Israel Industrial Research and Development Foundation, or Koril-RDF, in connection with the joint development of a certain product with a Korean company. Under the terms of this grant we are required to repay the amounts received at a rate of 2.5% per year of our gross sales of the product developed with the grant in each such year, until 100% of the grant (and any other sums received from Koril-RDF) are repaid. The annual paymentWe received approximately 20%-30% of certain research and development expenditures for every year following the first sale of the product will not exceed certain percentages of the amounts received from Koril-RDF.two projects in 2003 and 2004. As of January 2006, and to date, our research and development activities have been sponsored and funded by us, and we did not participate in any new encouragement programs or received any additional grants from the OCSIIA or Koril-RDF. As of December 31, 2015, weWe have closed all of our OCSIIA funded programs, and do not anticipate having any sales of products funded by OCSIIA grants or be required to pay any royalties to the OCSIIA with respect thereto.
 
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We expect that we will continue to commit resources to research and development in the future. As of March 31, 2016,2024, we had 83120 employees engaged primarily in research and development and design activities of which 4971 employees were based in Israel, 2027 in Denmark and 1422 in the U.S.A.U.S. In 2013, 20142021, 2022 and 2015,2023 our research and development expenses were $5,465, $6,480US$ 20,091 thousand, US$ 20,563 thousand and $9,702US$ 20,638 thousand respectively, constituting approximately 7.5%15.64%, 8.6%13.66% and 11.7%16.63% respectively, of our sales.
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The increase in our research and development expenses in 20152023 compared to 20142022 was mainly attributed to a decrease in capitalization of internal software development costs, and amounted to US$ 1,092 thousand in 2023, compared to US$ 2,547 thousand in 2022, offset by a strengthening of the increase inUS Dollar against the numberNew Israeli Shekel and the Danish Krone (since a significant portion of our research and development employees required for our continued investmentexpenses are incurred in new product development, enhancementsNew Israeli Shekels and Danish Krone), which amounted to existing products and the development of new networking and connectivity technologies expanding our product offering to our target markets, as well as to the increase in amortization of acquired intangible assets. For additional information concerning commitments to pay royalties on sales of products developed from projects funded by the OCS, see “Item 10. Additional Information - Taxation.”approximately US$ 1,118 thousand.

D.Trend Information
D.           Trend Information

In today’stoday's network-based environment, the rate at which traffic is generated is continuously growing and as such there is a growingcontinuous demand for server-based systems. We believescalability of the networks. This demand is behind some of the trends that have a significant impact on us.
The first and obvious trend is the marketsshift to the Cloud, whether it is a public cloud or a private cloud. One of the main messages of the Cloud shift is the call for standardization, which is key for scalability. Standardization has created two important trends, which are Disaggregation and Decoupling. Disaggregation calls for disconnecting the proprietary interfaces between the various parts of the network and allowing various parts to be procured separately from different vendors. Decoupling is the decoupling of the Hardware from the Software also allowing for separate procurement efforts for the Software and the Hardware and also resulting in the ability to purchase from different vendors.
The Disaggregation and Decoupling trends, which started at the Cloud level, continued into the service provider and Telco worlds, where service providers and Telcos have moved towards buying Hardware platforms separately from the Software running on such systemsHardware platforms, each of which came from a different vendor. This process started with SD-WAN applications, then moved into additional applications through NFV, both of which increasingly utilize Hardware platforms for deployment.
These trends are continuously growing. Exploding data and internet traffic increase thehaving a significant impact on us.
The basic Cloud trend is creating a gradual decrease in demand for our Server Adapters as these are sold mostly through appliance vendors which have less need for connectivityour products. Such vendors are now forced to sell to the Cloud players, rather than to their traditional end customers, and bandwidth, which results insuch Cloud players are now buying from them Software only, rather than a full system comprised of Hardware and Software. Even when the increased need of networking throughput, connectivity, compute powerCloud is a private or On Premise, it is based on standard components with decreasing demand for specialized and storage. Such growing demand was the basis for the emerging technologies of virtualization, cloud and SDN, all of which are targeting the implementation of a more effective model for all the above mentioned tasks.customized Server Adapters.
 
In view ofOn the other hand, having such an anticipated increase in Cloud-based data centers utilizing virtualizationstandardization increases the demand for our Smart Cards as the standard servers, which constitute the Cloud, need acceleration and SDN, the systems are expected to be increasingly based on generic server platforms.  These platforms will all need offload capabilitiesoffloading in order to addressincrease their performance.
Furthermore, the performance challenges realizedDisaggregation and Decoupling trends have created significant demand by Service Providers and Telcos for CPE devices used in connection with SD-WAN, SASE, Telco dedicated Routers and NFV, and we are currently seeing the increasing demand for our CPE devices due to the huge amount of traffic, the high volume of data, the need to encrypt such data, the need to run in virtualized environment, which by itself is a challenge for the server CPU, and the need to include switching within the server for high efficiency SDN. We anticipate that consequently the demand for add-on adapters which address these challenges will grow. Power, heat and space limitations in such environments increase the need for hardware accelerators. Such systems will require essential building blocks in their own generic severs, which can be served by our products.trend.
 
We address the above needs with a comprehensive suite of cards that integrate encryption and compression functionality, with the Virtualization Off-Load Engine which is able to off-load these CPU tasks onto a separate intelligent add-on card thereby freeing up server cycles and improving the server’s Networking and Storage I/O, with our generic off-loading platforms based on network processors and with our redirector cards which deal with load balancing between servers/CPUs/CPU cores and perform traffic filtering to  increase the efficiency of the server. We believe that our Server network interface cards (with and without bypass), Intelligent and programmable cards, and Stand-alone products will all continue to be key driver of our growth in the coming years. A distinct advantage of these products is that the demand in the server based industry has been continuously growing, especially as our products are suited to the growth in Big Data and the Cloud (including SDN).
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The sales cycles in the markets for our products are long, and continuing to achievelong. Continuous achievement of Design Wins according to the process described above and obtaining new customers is time consuming. However, each Design Win we have achieved and dowill continue to achieve, may represent an opportunity for sustained long-term revenues once we establish a relationship with a customer.
 
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AlthoughWhile we expect our business and products to further develop in the coming years in light of these trends, we are also experiencing other trends which are creating significant headwinds for our business: After several years of supply chain tightness, where demand for our products increased as customers built up inventories, the current loosening of the supply chain has resulted in customers drawing down on accumulated inventory thereby decreasing the level of their purchases from previous years. This inventory depletion process by many of our customers started in 2023 and there is no assurance that weas to how long it will continue to generate significantimpact our revenues. Additionally, high global interest rates have disincentivized customers and potential customers from investing in new infrastructure solutions, and as a result, we experience longer than usual sales incycles and slower crystallization of existing Design Wins into hard orders and sales.
As part of our efforts to address these challenges and to take advantage of the areascloud, disaggregation and decoupling trends, we have recently announced a 5-year plan in which we operate.

E.           Off-Balance Sheet Arrangements

On July 22, 2002, our Audit Committee and the Board of Directors approved an Indemnification Agreement with our directors and officers. Our shareholders approved the terms of this agreement in a General and Extraordinary Meeting held on January 7, 2004. In Amendment 3 to the Companies Law, the instances in which a company may indemnify its officers and directors were broadened. In December 2007 each of our Audit Committee and Board of Directors approved a new form of Indemnification Agreement with our directors and officers so as to reflect this amendment. Our shareholders approved the terms of this new Indemnification Agreement in January 2008. The Agreement provides that the directors and officers will be exempt from liability in certain circumstances. The Agreement also provides for the indemnification by us for certain obligations and expenses imposed on the officer in connection with an act performed in his or her capacity as an officer of the Company. This right to indemnification is limited, and does not cover,have, among other things, ceased certain non-core product lines and are now focusing on our Server Adapter and Edge solution portfolios, along with expanding our sales efforts into a breachmore diversified scale of accounts.
E.           Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described below.
Revenue recognition – We recognize revenue upon transfer of control of the promised goods in a contract with a customer in an officer’s dutyamount that reflects the consideration we expect to receive in exchange for those products. Transfer of loyalty, a willful breach of an officer’s duty of care, or a reckless disregard forcontrol occurs once the circumstances or consequences of a breach of duty of care. Thecustomer has the contractual right to indemnification alsouse the product, generally upon shipment or once delivery and risk of loss has transferred to the customer. We account for a contract with customer when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Each of our contracts includes one type of performance obligation. We evaluate each distinct performance obligation within a contract, whether it is satisfied at a point in time or over time. Most of our revenues are recognized at a point in time. Revenue is recognized over time for sales of goods manufactured to unique customer specifications, in which our performance does not cover acts that are taken intentionallycreate an asset with an alternative use to unlawfully realize personal gain. The maximum amount of our liability under these Indemnification Agreementsus and we have an enforceable right to payment for any monetary obligation imposed on an officer or a director in favor of another personperformance completed to date if the customer were to terminate the contract. Revenue recognized over time is measured by a judgment is currently $3,000,000 for each instance of a covered scenario. In addition we would be liablethe costs incurred to indemnify the officer or director for all reasonable litigation expenses with respect to certain proceedings. We are not aware of any material pending action that may result in anyone claiming such indemnification.

An amendment in 2011date relative to the Israeli Securities Law,estimated total direct costs to fulfill each contract. Incurred costs represent work performed, which corresponds with, and a corresponding amendmentthereby best depicts, the transfer of control to the Companies Law, authorized the Israeli Securities Authority to impose administrative sanctions against Israeli public companiescustomer. Contract costs include labor, materials and their office holders for certain violations of the Israeli Securities Law or the Companies Law. These sanctions include monetary sanctions and certain restrictions on serving as a director or senior officer of a public company for certain periods of time. The Israeli Securities Law and to the Companies Law provide that only certain types of such liabilities may be reimbursed by indemnification and insurance. Specifically, legal expenses (including attorneys' fees) incurred by an individual in the applicable administrative enforcement proceeding and certain compensation payable to injured parties for damages suffered by them are permitted to be reimbursed via indemnification or insurance, provided that such indemnification and insurance are authorized by the company's articles of association, and receive the requisite corporate approvals.  In January 2012 each of our Audit Committee and Board of Directors approved a new form of Indemnification Agreement with our directors and officers serving in such capacities from time to time so as to reflect this amendment, and at the Annual General Meeting of the Shareholders held on April 11, 2012 our shareholders approved these amendments to the Articles of Association and a revised form of Indemnification Agreement for directors serving in such capacity from time to time.overhead.
 
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As per Amendment 20Capitalization of software development costs (mainly salary) related to programmable components incorporated into our products, are charged to expense until technological feasibility has been established for the Companies Law, it was decidedproduct. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software components of hardware products is reached after all high-risk development issues have been resolved through coding and testing. Amortization begins once the software is ready for its intended use, generally based on July 31, 2013, at the Extraordinary General Meetingpattern in which the economic benefits will be consumed. The amortization of these costs is included in cost of revenue over the estimated life of the Shareholders to adopt the Executive Compensation Policy of the Company, which was recommended by our Compensation Committee and approved by our Board of Directors. The Executive Compensation Policy included the above referenced form of Indemnification Agreement to be entered into by the Company with our directors and officers serving in such capacities from time to time. The Executive Compensation Policy also noted that going forward, any change to the Indemnification Agreement, including any changes which materially depart from the key terms of the current agreement (provided that such changes apply equally to all executives of the Company, including directors) will be submitted to the Company’s Compensation Committee and the Board of Directors for their approval but shall not, unless required by law or the Company’s Articles of Association, be presented at a General Meeting of the shareholders. As set forthproducts. Other costs incurred in the Companies Law, an Executive Compensation Policy for a period exceeding three years has to be re-approved once every three years. Accordingly, we intend to bring our amended Executive Compensation Policy for shareholders approval on the next annual general meetingresearch and development of our shareholders. products are expensed as incurred.

We are not a party to any other material off-balance sheet arrangements or contingent obligations.

F.           Tabular disclosure of contractual obligations

The following table shows our outstanding contractual obligations by category and by payments due as of December 31, 2015:

  Payments due by period
Contractual Obligations Total  Less than 1 year  1-3 years  3-5 years More than 5 years
Operating Leases $2,877  $1,434  $1,010  $433  
Purchase Obligations $12,714  $12,714          
Total $15,591  $14,148  $1,010  $433  
Our total outstanding contingencies in respect of OCS royalty-bearing participations received or accrued, net of royalties paid or accrued before interest, amounted to approximately $2,960 thousand as of December 31, 2015 which are attributable to sales of certain discontinued products.  As of the date of this annual report, all of our OCS programs have been closed per our request, we are not anticipating any sales of our products developed with OCS funding and accordingly don't expect to be required to pay any royalties to the OCS. In the unlikely event we do sell products developed using OCS funding, we will be required to pay royalties to the OCS as set forth in the R&D Law.
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Other Long-Term Liabilities Reflected on the Company's Balance Sheet:
The liability for employees’ severance benefits amounted to approximately $2,251 thousand as of December 31, 2015.
The liability for employees’ severance benefits is calculated on the basis of the latest monthly salary paid to each employee multiplied by the number of years of employment. The liability is covered by the amounts deposited by us into employees’ managers’ insurance and/or pension fund accounts in respect of severance obligations to such employees, including accumulated income thereon as well as by the unfunded provision reflected on the balance sheet. Such liability will be removed, either by termination of employment or retirement. While the timing of such obligations cannot be pre-determined (and as such were not included in the above table), such liability will be removed, either by termination of employment or retirement.

Item 6.          DIRECTORS, SENIOR MANAGEMENT ANDAND EMPLOYEES
 
A.          Directors and Senior Management

The following table and notes thereto set forth information regarding our directors and senior management as of March 31, 2016.2024:

NameAgePosition with Company
Avi Eizenman(1)
5866Active Chairman of the Board
Shaike Orbach(1)(2)
6472Executive Vice Chairman of the Board
Ayelet Aya Hayak(3)
54Director
Ilan Erez(3)
56Director
Eli Doron(4)
71Director
Liron Eizenman(5)
38President, Chief Executive Officer Director
Zohar Zisapel(2)
67Former Director
Ayelet Aya Hayak46External Director
Ilan Erez48External Director
Eli Doron(3)
63Director
Eran Gilad4856Chief Financial Officer and Company Secretary


(1)Was re-elected forServing an additional one-yeartwo-year term, commencing as of July 28, 2015.June 7, 2022.

(2)ServedServing an additional three-year term, commencing as a Director until his cessation of service on July 28, 2015.June 14, 2023.

(3)Was elected for a one-yearServing an additional three-year term, commencing as of June 7, 2022.

(4)Serving an additional three-year term, commencing as of June 3, 2021.

(5)Liron Eizenman, who is the son of the active chairman of our board, Avi Eizenman, commenced serving as our President and Chief Executive Officer, on July 28, 2015.1, 2022.

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Avi Eizenman co-founded the Company in 1987 and has served as a Director since its inception. Mr. Eizenman also served as our President and Chief Executive Officer from the Company’sCompany's inception until April 1, 2001, and on such date, he resigned from his positions as President and Chief Executive Officer and was appointed Active Chairman of the Board of Directors. Mr. Eizenman served as headBefore the incorporation of the ASIC department at Scitex Ltd. in 1986. From 1979 until 1985,Silicom, Mr. Eizenman held various engineering and management positions including project manager, ASIC specialistat Scitex Ltd. and engineer, withat the Electronic Research & Development Department of the Israeli Ministry of Defense. Mr. Eizenman holds a B.Sc. degree, with honors, in Electrical Engineering from the Technion, and an M.B.A. from Tel Aviv University.

Shaike Orbachhas been was our President and Chief Executive Officer from April 2001 until June 30, 2022 and has been a director on our Board since AprilDecember 2001. In December 2001,On July 1, 2022, Mr. Orbach was named a Director, replacing Zohar Zisapel, who resigned fromappointed Executive Vice Chairman of the Board of Directors.Board. Prior to that, for a period of four and a half years,joining our Company, Mr. Orbach was President and CEO of Opgal Ltd., a high-tech subsidiary of Israel’sIsrael's Rafael and El-Op corporations.corporations, for a period of four and a half years. Previously, he was General Manager of Edusoft, an Israeli company the shares of which were traded on the NASDAQ National Market (now, the NASDAQ Global Market), and Managing Director of Tecsys Ltd. He holds a B.Sc degree in Mechanical Engineering from the Technion.

Zohar Zisapel is a co-founder of the Company. HeAyelet Aya Hayak has served as a Director from the Company's inception and until 2001.  In September 2010, he was elected again as Director in the Company and served as Director until July 2015. Mr. Zisapel is also a founder and a director of RAD Data Communications Ltd., of which he served as CEO from January 1982 until January 1998 and has served as chairman from 1998 until 2013.  Mr. Zisapel serves as chairman of two other public companies – Ceragon Networks Ltd. (Ticker Symbol CRNT) and RADCOM Ltd. (Ticker Symbol RDCM) – and as chairman or director of several private companies. The Company has certain dealings with members of the Rad Group (see “Item 7. Major Shareholders and Related Party Transactions” below). Since July 2008, Mr. Zisapel has been a director of Amdocs Limited (Ticker Symbol DOX).  Mr. Zisapel received a B.Sc. and a M.Sc. in electrical engineering from the Technion, Israel Institute of Technology, and an M.B.A. from Tel Aviv University.

Ayelet Aya Hayak was elected by the shareholders as an external director for an initial three-year term commencingsince July 1, 20132013. Ms. Hayak provides financial consulting services to corporations. Hayak Ayelet was the CEO of an Automation company, and is expected to be recommended for a second three-year term in the next annual general meeting of our shareholders. Ms. Hayakalso serves as a director in several public companies, among which are New Horizon Group Ltd., One Software Technologies (O.S.T.) Ltd., MYDAS Fund Investments Ltd., Danel (Adir Yehushua) Ltd., B.S.R. Projects Ltd., Financitech Ltd., and M.I. Holdings Ltd. Additionally, Ms. Hayak also serves as the chairman of the board of directors of S.D.S (Star Defense Systems) Ltd. Between 2009 and 2011 Ms. Hayak served as the CEO of Paula Ltd.companies. Ms. Hayek holds a BA degree in accounting and business administration from the Tel Aviv College of Management and is also a Certified Public Accountant.
 
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Ilan Erez has co-Managedserved as a director since July 2010. Mr. Erez has been CFO and General Manager of AlgoSec Inc. since October 2019. Algosec is a global leader in securing application connectivity anywhere. Its software platform enables the world's most complex organizations to gain visibility, reduce risk and process changes at zero-touch across the hybrid network. Prior to that, Mr. Erez had been General Manager of 3D Systems Corporation's (NYSE: DDD) Software Business Unit of 3D Systems Corporation (NYSE: DDD) sincefrom September 2016 to March 2019 and co-managed that business unit from May 2015.2015 to September 2016. 3D Systems provides comprehensive 3D products and services, including 3D printers, print materials, on-demand partsmanufacturing services and digital design and manufacturing tools. From 2005 to 2015, Mr. Erez served as Chief Financial Officer of Cimatron Ltd. (Ticker Symbol(NASDAQ: CIMT) engaged in the design and sale of CAD/CAM software for the tool-making and discrete manufacturing industries, since July 2005.industries. From 1998 to 2005 Mr. Erez served as the Chief Financial Officer of the Company. He also served as VP Operations of the Company from May 2001 to 2005. From 1996 to 1998 Mr. Erez served as Controller and assistantAssistant to the Chief Executive Officer atof Bio-Dar Ltd. From 1994 to 1996 Mr. Erez served as an auditor at Kesselman & Kesselman, a PWC member of Price Waterhouse Coopers.firm. Mr. Erez is a Certified Public Accountant in Israel and holds a B.A in Accounting and Economics from the Hebrew University and an LL.M. in Business Law from Bar-Ilan University. Mr. Ilan Erez has served as
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Eli Doron is the Co-founder and CTO of Carteav, that develops and manufactures an external director of the Company since 2010, was re-elected by the shareholders as an external director for a second three-year term commencing July 1, 2013 andautonomous low speed vehicle. Eli Doron is expected to be recommended for an third three year term in the next annual general meeting of our shareholders.

Eran Gilad was our Chief Financial Officer since May 2005 and the Secretary of the Company since 2012. From 1995 to 2005 Mr. Gilad held senior financial and operational positions in various public and private companies operating in the high-tech field. He is a Certified Public Accountant in Israel and holds an M.A in Economics from Tel-Aviv University and a B.A in Accounting and Economics from Tel-Aviv University.

Eli Doron isalso the founder of Connesta Ltd. ("Connesta"), an Israeli high-tech company engaged in developing and providing SaaS virtual control room solutions, founded in 2011. From inception, Mr. Doron serves as the Chief Executive Officer of Connesta. Prior thereto and during 2010, Mr. Doron was the Chief Executive Officer of Computerized Electricity Systems ("CES"). Prior to joining CES, Mr. Doron was the co-founder of Radvision Ltd. (formerly Nasdaq:NASDAQ: RVSN. Acquired by Avaya Ltd. in 2011; "Radvision"). From 1992 and until 2009 Mr. Doron served as the Chief Technology Officer of Radvision, and from 2006 and until 2009 he served as President of Radvision. Prior to founding Radvision and from 1983, Mr. Doron served at SIMTECH Advanced Training and Simulation Systems Ltd., initially as hardware manager and from 19981988 as Chief Technology Officer. Prior thereto and from 1977, Mr. Doron served as an electronic engineer at MBT Israel Aircraft Industries Ltd. Mr. Doron holds a B.Sc degree in electronics and computer science from Ben-Gurion University and an M.B.A. degree from the University of Bradford in the United Kingdom.
Liron Eizenman joined the company in 2015 as Chief Executive Officer of Silicom’s North American subsidiary and led the Edge Networking Solutions strategy to its leadership position in the SD-WAN/Edge platforms market. In July 2022, Mr. Eizenman was named President and Chief Executive Officer, after spending two and a half years as the Company's Chief Operating Officer. Prior to joining Silicom, Mr. Eizenman held engineering and management roles at Microsoft and two early-stage startups. Mr. Eizenman holds a B.Sc. degree in Computer Science from the Academic College of Tel Aviv.
Eran Gilad has served as our Chief Financial Officer from May 2005 and the Secretary of the Company from 2012. From 1995 to 2005, Mr. Gilad held senior financial and operational positions in various public and private companies operating in the high-tech field. He is a Certified Public Accountant in Israel and holds an M.A in Economics from Tel-Aviv University and a B.A in Accounting and Economics from Tel-Aviv University.
 
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B.          Compensation
 
In accordance with the Companies Law, the following table presents information regarding compensation actually received by our five most highly paid executive officersoffice holders during the year ended December 31, 2015.2023. All amounts are in USD.USD, based on the following components:

Name and Position Salary and Benefits(1)  Cash Bonus(2)  Equity-based Compensation(3)  Total 
Avi Eizenman – Active Chairman  467,024   162,300   538,768   1,168,092 
Yeshayahu  ("Shaike") Orbach – CEO and President  318,310   162,300   538,768   1,019,378 
David Castiel – VP Engineering  190,099   16,723   91,586   298,407 
David Hendel – VP Research and Development  188,175   16,723   91,586   296,482 
Elad Blatt – VP Business Development and Sales North America  179,938   21,867   91,586   293,391 
“Salary and Benefits” include annual salary or service fees paid, payments to the National Insurance Institute, manager’s insurance and pension funds, severance, advanced education funds, basic health insurance, vacation pay, recuperation pay, tax gross-up payments, automobile-related expenses, telephone expenses and benefits and perquisites as mandated by Israeli or applicable law.

(1)"Salary and Benefits" include annual salary or service fees paid, payments to the National Insurance Institute, manager's insurance and pension funds, severance, advanced education funds, basic health insurance, vacation pay, recuperation pay, tax gross-up payments, automobile-related expenses, telephone expenses and benefits and perquisites as mandated by Israeli or applicable law.
“Cash Bonus” includes bonus payments as recorded in our financial statements for the year ended December 31, 2023.
(2)"Cash Bonus" includes bonus payments as recorded in our financial statements for the year ended December 31, 2015.
“Equity-based Compensation” includes the expense recorded in our financial statements for the year ended December 31, 2023, with respect to equity-based compensation granted to the executive officers detailed above.
(3)"Equity-based Compensation" includes the expense recorded in our financial statements for the year ended December 31, 2015 with respect to equity-based compensation granted to the executive offices detailed above.

Liron Eizenman – President and CEO. Salary and Benefits $312,308; Equity-based Compensation $764,912.
Avi Eizenman – Active Chairman. Salary and Benefits $579,534; Equity-based Compensation $484,062.
Yotam Levy   – Vice President, Sales & Business Development North America. Salary and Benefits $147,892; Cash Bonus $162,914; Equity-based Compensation $22,826.
Eran Gilad – CFO and Company Secretary. Salary and Benefits $235,605; Equity-based Compensation $97,591.
David Castiel – VP Engineering. Salary and Benefits $234,897; Equity-based Compensation $97,591.
The aggregate direct remuneration paid to all persons as a group who served in the capacity of director or executive officeroffice holder during the year ended December 31, 20152023, was $2,535US$ 2,871 thousand. The aggregate amount accrued to provide for severance payments to all persons as a group who served in the capacity of director or executive officer as of the year ended December 31, 20152023, was $921US$ 1,040 thousand. The severance terms of our Chief Executive Officer and Chairman of the Board, as previously approved by the audit committee, board of directors and shareholders of the Company, and in accordance with the Amended Executive Compensation Policy of the Company, which was approved by the shareholders, may entitle them, in certain circumstances, to additional payments. We have not paid any compensation to Zohar Zisapel for serving on our board of directors until his cessation of service on July 2015. We do pay cash compensation to Avi Eizenman who is an active Chairman of the Board, and to Shaike Orbach, who is the President and Chief Executive Officer.
 
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AviMr. Liron Eizenman and Shaike OrbachMr. Avi Eizenman may also be entitled to cash bonuses by meeting some pre-determined thresholds, and as calculated based on a pre-determined formulasformula set by our boardBoard of directors,Directors, as approved by the annual general meeting of our shareholders for the years 2013 and 2014-2016commencing in 2017 on April 30, 2014.June 8, 2016. Mr. Liron Eizenman, and Mr. Orbach's 2014-2016Avi Eizenman annual cash bonuses may not exceed the value of 18 oftimes their monthly salaries, respectively,respectively. Mr. Liron Eizenman's and their cash bonus formulas are taking into consideration the erosion rate from the 2013Mr. Avi Eizenman's annual bonus formulas, according to which their cash bonus formulas were based on achieving one or more of the following thresholds: (i) the Company'sCompany’s actual annual revenue for 2013 was 80% or more of the pre-determined budget target; and (ii) the Company's actual operating profit for 2013 was 65% or more of the pre-determined budget target, and are based on achieving one or more of the following thresholds: (i) the Company's actual revenue for any of the years 2014-2016each applicable year is 80% or more of the pre-determined budget target for the relevant year; and (ii) the Company'sCompany’s actual annual operating profit for any of the years 2014-2016each applicable year is 65% or more of the pre-determined budget target for the relevant year. The Compensation CommitteeBoard of Directors may, in its sole discretion, raise or lower such annual cash bonuses by up to 20%.or not pay them in their entirety, if it determines that such a decision is in the best interests of the Company. Furthermore, in accordance with the Company'sCompany’s recoupment policy, Mr. Liron Eizenman, Mr. Avi Eizenman and Mr. Orbach (in relation to compensation received for his service as the CEO of the company) may be required to reimburse the Company for the cash bonuses (or any part thereof) paid in the previous 3 years, in the event such cash bonuses were based on financial data included in the Company'sCompany’s financial statements that were found to be inaccurate and were subsequently restated.

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Non-employee directors, including External Directors within the meaning of the Companies Law, are entitled to be paid cash compensation for board and any committee member services, as applicable, in accordance with the amounts which are permitted under the Companies Regulations (Rules Regarding Compensation and Expenses of External Directors) -– 2000 enacted pursuant to the Companies Law. Office holders, including External Directors or Independent Directors, may waive their entitlement to their compensation, subject to applicable law.

All our officersoffice holders other than the externalMr. Eli Doron and our independent directors work full time forare employed by us. We do not currently grant any variable bonus or equity basedequity-based compensation, nor any separation payments to our non-employee directors. Certain of the compensation previously paid to our directors was paid in the form of options under the Silicom Directors Share Incentive Option Plan (1994) (under which there are presently no options outstanding) and certain of such compensation is paid in the form of options which were granted under share option plans which have expired (including under the Share Option Plan (2004)), or options and RSU’s which willwere and may be granted under the Silicom Ltd -Ltd. – Global Share Incentive Plan (2013), as described below.
 
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On December 30, 2004, our shareholders adopted our Share Option Plan (2004). Under, which expired at the original termsend of the Share Option Plan (2004) up to a maximum2014. As of 282,750 of our ordinary shares are reserved for issuance, subject to certain adjustments, upon the exercise ofMarch 31, 2019, there were no outstanding options granted to employees, directors, officers, consultants and service providers. In December 2007, the Board of Directors increased the number of our ordinary shares available for issuance under the Share Option Plan (2004) by 300,000. In August 2012, the Board of Directors increased the number of our ordinary shares available for issuance under the Share Option Plan (2004) by an additional 500,000. The Share Option Plan (2004) is administered by the board of directors, which designates the optionees, dates of grant, vesting periods and the exercise price of options. The options are non-assignable except by the laws of descent. Certain tax advantages apply to certain of our directors, officers and employees with respect to options granted to them under the Share Option Plan (2004). As of March 31, 2016, we have granted a total of 1,036,000 options under the Share Option Plan (2004), of which (i) 200,000 options were granted to Mr. Avi Eizenman, such that: (a) 30,000 were exercised at an exercise price of $2.53 (which would have otherwise terminated on December 30, 2014); (b) 40,000 expired in July 2008, (c) 40,000 were exercised at an exercise price of $3.82 (which would have otherwise terminated on the earlier of October 15, 2016 or the closing price of our shares falling below $1.91), (d) 50,000 were exercised at an exercise price of $18.82 (which would have otherwise terminated on the earlier December 21, 2018 or the closing price of our shares falling below $9.41),directors and (d) 40,000 were granted with  an exercise price of $15.28 and a termination date of the earlier of September 13, 2020 or the closing price of our shares falling below $7.64, of which 20,000 were exercised at an exercise price of $15.28; (ii) 30,000 options were granted to Mr. Yehuda Zisapel (who was formerly a Director of the Company) and exercised at an exercise price of $2.53 (which would have terminated on December 30, 2014); (iii) 200,000 options were granted to Mr. Shaike Orbach, of which  (a) 30,000 were exercised at an exercise price of $2.53 (which would have otherwise terminated on December 30, 2014), (b) 40,000 expired in July 2008, (c) 40,000 were exercised  at an exercise price of $3.82 (which would have otherwise terminated on the earlier of October 15, 2016 or the closing price of our shares falling below $1.91), (d) 50,000 were exercised at an exercise price of $18.82 (which would have otherwise terminated on the earlier of December 21, 2018 or the closing price of our shares falling below $9.41) and (e) 40,000 were exercised at an exercise price of $15.28 (which would have otherwise terminated on the earlier of September 13, 2020 or the closing price of our shares falling below $7.64); (iv) 30,000 options were granted to Ms. Einat Domb-Har (who was a former external director of the Company) and exercised at an exercise price of $2.53 (which would have terminated on December 30, 2014) ; and (v) 30,000 options were granted to Mr. Ilan Kalmanovich (who was a former external director of the Company) and exercised at an exercise price of $2.53 (which would have terminated on December 30, 2014). 36,625 of the options granted under the Share Option Plan (2004) were returned to the company due to certain employees who left their positions not exercising their options and 200,000 of the options granted under the Share Option Plan (2004) expired without exercise due to the expiration of their term. The Share Option Plan (2004) expired at the end of 2014, upon which expiration any unallocated shares under this plan have been returned to the general pool of registered but unissued share capital of the Company.office holders.
 
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On October 21, 2013, our board of directors adopted our Global Share Incentive Plan (2013) (the “Plan”). On April 30, 2014, the annual general meeting of our shareholders approved the Global Share Incentive Plan (2013) to qualify for incentive stock options for U.S. tax purposes. The Global Share Incentive Plan (2013) is administered by the board of directors, which determines the number of our ordinary shares available for issuance under the plan, designates the award recipients and types of awards, dates of grant, vesting periods and the exercise price of awards. Under the Global Share Incentive Plan (2013) the Company may grant awards of options, restricted shares, restricted share units (“RSU’s”RSUs”) or other equity basedequity-based awards. The board of directors has determined that initially up to a maximum of 500,000 of our ordinary shares are reserved for issuance, subject to certain adjustments, upon the exercise of equity basedequity-based awards granted to employees, directors, officers,office holders, consultants and service providers. On January 29, 2018, our board of directors increased the number of our ordinary shares available for issuance under the Plan by 600,000 Ordinary Shares, and on January 27, 2022, our board of directors increased the number of our ordinary shares available for issuance by an additional 750,000 Ordinary. In October 2023, our board of directors approved the extension of our Plan by a further ten years, and increased the number of our ordinary shares available for issuance by additional 375,000 ordinary shares. The awards are non-assignable except by the laws of descent. Certain tax advantages apply to certain of our directors, officersoffice holders and employees with respect to equity basedequity-based awards granted to them under Global Share Incentive Plan (2013).
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As of MarchDecember 31, 2016, we have granted a total of 82,000 RSUs under the Global Share Incentive Plan (2013), of which a total of (i) 25,000 RSUs were granted to Mr. Avi Eizenman, and (ii) 25,000 RSUs were granted to Mr. Shaike Orbach, pursuant to the approval of our compensation committee, board of directors and annual general meeting of our shareholders, which gave effect to such grants in its meeting on April 30, 2014.

In addition, in March 2015, our compensation committee and board of directors, respectively, have approved the grant of a total of 92,59182,000 RSUs and 209,963 options under the Plan, of which the following were granted to directors and office holders: (a) in 2014 a total of 54,000 RSUs were granted, (b) in 2015 a total of 29,999 options were granted with an exercise price of US$ 26.91, and with an expiration date upon the earlier to occur of: (i) July 28, 2023; and (ii) the closing price of the shares falling below US$ 13.46 at any time after the date of grant (and accordingly all of the unexercised options granted, have expired), (c) in 2016 a total of 29,999 options were granted with an exercise price of US$ 28.38, and with an expiration date upon the earlier to occur of: (i) June 8, 2024, or (ii) the closing price of the shares falling below US$ 14.19 at any time after the date of grant.
In January 2017, our compensation committee and board of directors, respectively, approved a grant under the Plan of a total of (a) 119,925 options and (b) 78,000 RSUs, of which a total of 29,999 options and  54,000 RSUs, were granted to directors and office holders. The options were granted with an exercise price of US$ 39.62, and an expiration date upon the earlier to occur of: (i) January 30, 2025, or (ii) the closing price of the shares falling below US$ 19.81 at any time after the date of grant. Accordingly all of the unexercised options granted, have expired). annual general meeting of our shareholders approved such grants of options and of RSUs granted to directors in their meeting on June 5, 2017.
In April, 2018, our compensation committee and board of directors, respectively, approved the grant under the Plan of a total of 137,010 options under the Global Share Incentive Plan (2013), of which a total of (i) 13,33329,999 options were granted to Mr. Avi Eizenman,directors and (ii) 13,333office holders, with an exercise price of US$ 36.11. Such options were to expire, by their terms, on the earlier to occur of: (a) April 30, 2026, and (b) the closing price of the shares falling below US$ 18.06 at any time after the date of grant. Accordingly all of the unexercised options granted, have expired.
In January 2019, our compensation committee and board of directors, respectively, approved the grant under the Plan of a total of 141,928 options under the Plan, of which 29,999 options were granted to Mr. Shaike Orbach,directors and office holders with an exercise price of US$ 33.83. Such options were to expire, by their terms, on the earlier to occur of: (a) January 31, 2027, and (b) the closing price of the shares falling below US$ 16.92 at any time after the date of grant. Accordingly all of the unexercised options granted, have expired.
In January 2020, our compensation committee and board of directors, respectively, approved the grant of a total of 148,426 options and a total of 86,000 RSUs under the Plan, of which pursuant29,999 options and 54,000 RSUs were granted to directors and office holders. The exercise price for the options (per ordinary share) was US$ 32.54. Such options were to expire, by their terms, on the earlier to occur of: (a) June 8, 2028, and (b) the closing price of the shares falling below US$ 16.27 at any time after the date of grant. Accordingly all of the unexercised options granted, have expired. The annual general meeting of our shareholders approved such grants of options and of RSUs granted to directors in their meeting on June 8, 2020.
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In January 2021, our compensation committee and board of directors, respectively, approved the grant of a total of 137,759 options under the Plan, of which 29,999 options were granted to directors and office holders. The exercise price for the options (per ordinary share) was US$ 41.84. Such options were to expire, by their terms, on the earlier to occur of: (a) June 3, 2029, and (b) the closing price of the shares falling below US$ 20.92 at any time after the date of grant. Accordingly, all of the unexercised options granted, have expired.
In January 2022, our compensation committee and board of directors, respectively, approved the grant of a total of 121,508 options and 16,000 RSUs under the Plan, of which 3,333 options were granted to an office holder. The exercise price for the options (per ordinary share) was US$ 47.98. Such options were to expire, by their terms, on the earlier to occur of: (a) January 27, 2030, and (b) the closing price of the shares falling below US$ 23.99 at any time after the date of grant and remains at such price or at a lower price for a period of at least 30 days. Accordingly all of the unexercised options granted, have expired.
In March 2022, our compensation committee and board of directors, respectively, approved the grant of a total of 26,666 options under the Plan, of which 26,666 options were granted to directors and office holders. The exercise price for the options (per ordinary share) was US$ 35.69. Such options were to expire, by their terms, on the earlier to occur of: (a) June 7, 2030, and (b) the closing price of the shares falling below US$ 17.85 at any time after the date of grant and remains in such price or at a lower price for a period of at least 30 days. Accordingly all of the unexercised options granted, have expired).
In April 2022, our compensation committee and board of directors, respectively, approved the grant of a total of 50,000 options under the Plan, of which 50,000 options were granted to an office holder. The exercise price for the options (per ordinary share) was US$ 34.90. Such options were to expire, by their terms, on the earlier to occur of: (a) July 1, 2030, and (b) the closing price of the shares falling below US$ 17.45 at any time after the date of grant and remains at such price or at a lower price for a period of at least 30 days. Accordingly all of the unexercised options granted, have expired).
In March 2023, our compensation committee and board of directors, respectively, approved the grant of a total of 137,911 options and 86,000 RSUs under the Plan, of which 29,999 options and 54,000 RSUs were granted to directors and office holders. The exercise price for the options was  US$ 35.12. Such options were to expire, by their terms, on the earlier to occur of: (a) June 14, 2031, and (b) the closing price of the shares falling below US$ 17.56 at any time after the date of grant and remains at such price or at a lower price for a period of at least 30 days. Accordingly, all of the unexercised options granted, have expired. The Annual General Meeting of our shareholders approved such grant of options in their meeting on June 14, 2023.
In March 2024, our compensation committee and board of directors, respectively, approved the grant of a total of 410,714 options and 2,969 RSUs under the Plan as extended, of which 170,000 options and 2,969 RSUs were granted to directors and office holders, and of which 160,000 options and 2,969 RSUs grants to directors and office holders are subject to the approval of our Annual General Meeting, became effective on July 28, 2015.

C.           Board Practices

Each of Avi Eizenman and Shaike Orbach was re-elected, and Eli Doron was elected, to the board of directors most recently on July 28, 2015 to serve until the next2024 Annual General Meeting, which is currently scheduledexpected to convene in June 2016,2024.
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As of March 31, 2024, a total of 157,706 of the options granted under the Plan were returned to the company after not being exercised, and 10,000 of the RSUs granted under the Plan were returned to the company after not being vested following the cessation of employment of certain employees, as set forth in the terms of grant of such options or RSUs.
C.          Board Practices
Avi Eizenman was re-elected to the Board of Directors on June 7, 2022, to serve until the Annual General Meeting to be held in the year 2024, and until his successor has been duly elected, subject to the Companies Law and our Amended and Restated Articles of Association.Articles. Avi Eizenman is a founder of the Company and has served as a Directordirector since our inception in 1987. Shaike Orbach was re-elected to hold office as a director most recently on June 14, 2023, to serve until the Annual General Meeting which will take place in 2026. Eli Doron was re-elected to the board of directors most recently in June 3, 2021, to serve until the Annual General Meeting to be held in 2024. On July 1, 2010, Mr. Ilan Erez was elected as an external directorExternal Director for an initial term of three years in accordance with Section 245(a) of the Israeli Companies Law, with such termsterm ending as of July 1, 2013. At the Annual General Meeting of our shareholders held on April 14, 2013, the shareholders re-elected Mr. Ilan Erez as an external directorExternal Director for an additionala second three-year term, and elected Ms. Ayelet Aya Hayak as an external directorExternal Director for an initial three-year term, with such terms of office for the external directors commencing as of July 1, 2013. Mr. Ilan Erez and Ms. Ayelet Aya Hayak are expected to be brought for re-electionwere re-elected as External Directors for a fourth three-year term and third three-year term, and second three-year term, respectively, onat the next Annual General Meeting of our shareholders, scheduledwhich took place on June 5, 2019. Mr. Ilan Erez and Ms. Ayelet Aya Hayak were elected as directors to convenethe board of directors on June 7, 2022, to serve until the Annual General Meeting to be held in June, 2016.2025.
 
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None of the members of the boardBoard of directorsDirectors is entitled to receive any severance or similar benefits upon termination of his or her service with the boardBoard of directors,Directors, except for Avi Eizenman, who also functionsserves as the active Chairman of the Board, and Shaike Orbach, who also functionsuntil the Annual General Meeting held on June 7, 2022 served as President and Chief Executive Officer (and currently serves as the Executive Vice Chairman of our Board), and Liron Eizenman, who serves as our President and Chief Executive Officer (See “Item 6.B. – Directors and Senior Management – Compensation” above).

Notice of Termination
In December 2007, our Audit Committeeaudit committee and Board of Directors approved severance arrangements for each of Mr. Avi Eizenman and Mr. Shaike Orbach,  which provide for extended notice provisions and severance payments in the event of termination. The arrangements were approved by our shareholders in January 2008,2008. On April 28, 2022, Our Compensation Committee and Board of Directors approved severance arrangements for Mr. Liron Eizenman. Mr. Liron Eizenman's severance arrangements were then approved by our shareholders at the most recent Annual General Meeting, held on June 7, 2022. The severance arrangements include the following main terms and conditions (identical with respect to each of Mr. Avi Eizenman, and Mr. Shaike Orbach)Liron Eizenman):

Notice of Termination
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The termination of the executive’s employment of Mr. Avi Eizenman or Mr. Liron Eizenman by him or by us, for any reason other than cause (which is generally defined as willful conduct or omission materially injurious to the company), death or disability, shall require 12 months advance written notice. If, however, following a change inof control transaction, either: (i) he shall give notice of termination of his employment for good reason (which is generally defined as an adverse change to the status, responsibilities, salary or other material terms of his employment); or (ii) we shall give notice of termination of his employment for any reason other than cause or disability, 18 months advance written notice shall be required. A change inof control transaction includes transactions such as sale of all or substantially all of the company’s shares or assets, or a merger, acquisition, or other reorganization in which control of our company changes following such transaction.

Severance Payments

If the executive’s employment of Mr. Avi Eizenman, or Mr. Liron Eizenman shall be terminated for any reason other than cause, he shall be entitled to receive his last full monthly salary multiplied by the number of years (or portions thereof) that he was employed by us (i.e. the severance amount he would be entitled to receive under the Israeli law, had we terminated his employment for any reason other than cause) (the “Severance Law Amount”). If, however, his employment shall be terminated: (i) by the company for any reason other than cause or disability; or (ii) by him for a good reason following a change inof control, he shall be entitled to receive one and half times the Severance Law Amount. If the executive’shis employment under the arrangement is terminated by reason of death or disability, then, in addition to the above, he shall be entitled to receive a lump sum severance payment equal to his last full monthly salary multiplied by twelve 12 months.

As per Amendment 20 to the Companies Law, it was decided at theThe Extraordinary General Meeting of the Shareholders on July 31, 2013, to adoptapproved the adoption of the Executive Compensation Policy of the Company, which included the above referenced extended notice provisions, and severance payments in the event of termination, with respect to each of Mr. Avi Eizenman and Mr. Shaike Orbach.Liron Eizenman. The Amended Executive Compensation Policy is expected to be brought for shareholders re-approval atwas approved by our next Annual General Meeting scheduled to conveneconvened in June 2016.2019. At the Annual General Meeting, held on June 7, 2022, an Amended Executive Compensation Policy was rejected by our shareholders but following the Meeting it was approved by our compensation committee and the Board of Directors on June 12, 2022, in accordance with the Companies Law in Israel and after determining that the approval of the Amended Compensation Policy was for the benefit of the Company.
 
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Board of Directors
 
Our Articles of Association provide for a boardBoard of directorsDirectors of not less than two and not more than eight members. At the Annual General Meeting of the Shareholders on June 8, 2016, it was decided to adopt a new Directors Voting Mechanism, and to amend the Articles accordingly. Under the new Directors Voting Mechanism, Directors are divided into three groups, Group A, Group B and Group C. Each director (except external directors)group is electedbrought for re-election once every three years, on a rotating basis, such that at each Annual General Meeting of the shareholders a given group of Directors is brought for election, to serve on a continuous basis for a three-year term, until the next annual general meeting of shareholdersAnnual General Meeting in three years’ time and until his or her successortheir respective successors are duly elected, at which point their term in office shall expire. At each Annual General Meeting, the Annual General Meeting shall be entitled to elect Directors to replace the Directors whose three-year term in office has been elected.expired, and so on ad infinitum, so that each year, the term in office of one group of directors shall expire. Other officersoffice holders serve at the discretion of the boardBoard of directors.Directors. The amended and restated Articles of Association of the Company provide that any director may, subject to the provisions of the Companies Law and the approval by the Board of Directors, appoint another person to serve as a substitute directoran Alternate Director and may cancel such appointment. Under the Companies Law, a person who is already serving as a director will not be permitted to act as a substitute director.an Alternate Director. Additionally, the Companies Law prohibits a person from serving as a substitute directoran Alternate Director for more than one director.Director. Appointment of a substitute directoran Alternate Director for a member of a board committee is only permitted if the substitutealternate is a member of the boardBoard of directorsDirectors and does not already serve as a member of such committee. If the committee member being substituted is an external director,External Director, the substitutealternate may only be another external directorExternal Director who possesses the same expertise as the external directorExternal Director being substituted. The term of appointment of a substitute directoran Alternate Director may be for one meeting of the boardBoard of directorsDirectors or for a specified period or until notice is given of the cancellation of the appointment. To our knowledge, no directorDirector currently intends to appoint any other person as a substitute director,an Alternate Director, except if the directorDirector is unable to attend a meeting of the boardBoard of directors.Directors.

External Directors

Under the Companies Law, companies registered under the laws of Israel, the shares of which have been offered to the public in or outside of Israel, are required to appoint no less than two external directors. No person may be appointed as an external director if such person is a relative (as defined in the Companies Law) of a controlling shareholder“controlling shareholder” or if such person, or the person’s relative, partner, employer or any entity under the person’s control, has or had, on or within the two years preceding the date of the person’s appointment to serve as external director,External Director, any affiliation with any of either the company, any entity or person controlling, controlled by or under common control with the company,company” or relatives of such person. The term “affiliation” includes:

·an
An employment relationship;
·a business or professional relationship maintained on a regular basis;

·control; and
A business or professional relationship maintained on a regular basis;
·service as an office holder.


Control; and

Service as an office holder.

The Israeli Minister of Justice, in consultation with the Israeli Securities Authority,ISA, may determine that certain matters will not constitute an affiliation, and has issued certain regulations with respect thereof.
 
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If the company does not have a controlling shareholder“controlling shareholder” or a shareholder who holds company shares entitling him to vote at least 25% of the votes in a shareholders meeting, then the company may not appoint as an external director any person or such person’s relative, partner, employer or any entity under the person’s control, who has or had, on or within the two years preceding the date of the person’s appointment to serve as external director, any affiliation with the Chairman of the Board, Chief Executive Officer, a substantial shareholder who holds at least 5% of the issued and outstanding shares of the company or voting rights which entitle him to vote at least 5% of the votes in a shareholders meeting, or the Chief Financial Officer.

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A person shall be qualified to serve as an external director only if he or she possesses “expertise in finance and accounting” or “professional qualifications”.qualifications.” At least one external director must possess expertise“expertise in finance and accounting.”

A director can satisfy the requirements of having “expertise in finance and accounting” if due to his or her education, experience and qualifications he or she has acquired expertise and understanding in business and accounting matters and financial statements, in a manner that allows him or her to understand, in depth, the company’s financial statements and to spur a discussion regarding the manner in which the financial data is presented.

A public company'scompany’s board of directors must evaluate the proposed external director's expertisedirector’s “expertise in finance and accounting,accounting”, by considering, among other things, such candidate’s education, experience and knowledge in the following: (i) accounting and auditing issues typical to the field in which the company operates and to companies of a size and complexity similar to such company; (ii) the company'scompany’s independent public accountant’s duties and obligations; (iii) preparation of the company’s consolidated financial statements and their approval in accordance with the Companies Law and the Israeli Securities Law - 1961.Law.

A director is deemed to be “professionally”professionally qualified” if he or she meets any of the following criteria: (i) has an academic degree in any of the following professions: economics, business administration, accounting, law or public administration; (ii) has a different academic degree or has completed higher education in a field that is the company’s main field of operations, or a field relevant to his or her position; or (iii) has at least five yearsyears’ experience in any of the following, or has at least a cumulative total of at least five yearsyears’ experience in any two of the following: (A) a senior position in the business management of a corporation with a significant extent of business, (B) a senior public position or a senior position in public service, or (C) a senior position in the company'scompany’s main field of operations. As with a candidate’s expertise“expertise in finance and accounting,accounting”, the board of directors here too must evaluate the proposed external director's "professional qualification"director’s “professional qualification” in accordance with the criteria set forth above.
 
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The declaration required by law to be signed by a candidate to serve as an external director must include a statement by such candidate concerning his or her education and experience, if relevant, in order that the board of directors may properly evaluate whether such candidate meets the requirements of having "expertise“expertise in finance and accounting"accounting” or being "professionally qualified"“professionally qualified” as set forth in the regulations. Additionally, the candidate should submit documents and certificates that support the statements set forth in the declaration.

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No person may serve as an external director if the person’s position or other business activities create, or may create, a conflict of interest with the person’s responsibilities as an external director or may otherwise interfere with the person’s ability to serve as an external director. Additionally, no person may serve as an external director if the person, the person’s relative, spouse, employer or any entity controlling or controlled by the person, has a business or professional relationship with someone with whom affiliation is prohibited, even if such relationship is not maintained on a regular basis, excepting negligible relationships, or if such person received from the company any compensation as an external director in excess of what is permitted by the Companies Law. Pursuant to the recently enacted amendment to the Companies Regulations (Matters Which do not Constitute Affiliation), 2006, effective as of April 3, 2016 (the "Amendment“Amendment to the Affiliation Regulations"Regulations”), business or professional relationship maintained on a regular basis between the company and the external director will not constitute affiliation if the relationship commenced after the appointment of the external director for office, the company and the external director consider the relationship to be negligible and the audit committee approved, based on information presented to it, that the relationship is negligible, and the external director declared that he or she did not know and could not have reasonably know about the formation of the relationship and has no control over its existence or termination. If, at the time external directors are to be appointed, all current members of the board of directors who are not controlling shareholders or relatives of such shareholders are of the same gender, then at least one external director must be of the other gender.

External directors are to be elected for a term of three years by a majority vote at a shareholders’ meeting, provided that either:

·the majority includes at least a majority of the shares held by non-controlling and disinterested shareholders who are present and voting at the meeting; or
·the total number of shares held by non-controlling and disinterested shareholders that voted against the election of the director does not exceed two percent of the aggregate voting rights in the company.
 
the majority includes at least a majority of the shares held by non-controlling and disinterested shareholders who are present and voting at the meeting; or

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the total number of shares held by non-controlling and disinterested shareholders that voted against the election of the director does not exceed two percent of the aggregate voting rights in the company.

External directors may be re-elected for two additional terms of three years each, provided that with respect to the appointment for each such additional three-year term, one of the following has occurred: (i) the reappointment of the external director has been proposed by one or more shareholders holding together 1% or more of the aggregate voting rights in the company and the appointment was approved at the general meeting of the shareholders by a simplethe requisite majority, provided that: (1)(a) in calculating the majority, votes of controlling shareholders or shareholders having a personal interest in the appointment as a result of an affiliation with a controlling shareholder and abstentions are disregarded, and (b)(2) the total number of shares of shareholders who do not have a personal interest in the appointment as a result of an affiliation with a controlling shareholder and/or who are not controlling shareholders, present and voting in favor of the appointment exceed 2% of the aggregate voting rights in the company, and (2) pursuant to a recently enacted amendment to the Companies Law (“Amendment 22”), effective as of January 10, 2014, the external director who has been nominated in such fashion is not a linked“linked or competing shareholder,shareholder”, and does not have or has not had, on or within the two years preceding the date of such person’s appointment to serve asfor another term as external director, any affiliation with a linked or competing shareholder. The term “linked or competing shareholder” means the shareholder(s) who nominated the external director for reappointment or a material shareholder of the company holding more than 5% of the shares in the company, provided that at the time of the reappointment, such shareholder(s) of the company, the controlling shareholder of such shareholder(s) of the company, or a company under such shareholder(s) of the company’s control, has a business relationship with the company or are competitors of the company; the Israeli Minister of Justice, in consultation with the Israeli Securities Authority,ISA, may determine that certain matters will not constitute a business relationship or competition with the company; (ii) the reappointment of the external director has been proposed by the board of directors and the appointment was approved by the majority of shareholders required for the initial appointment of an external director; or (iii) pursuant to a recently enacted amendment to the Companies Law (“Amendment 26”), effective as of November 25, 2014, the external director has proposed himself for reappointment and the reappointment was approved in accordance with Sub-section (i) above.
 
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However, under regulations promulgated pursuant to the Companies Law, companies whose shares are listed for trading on specified exchanges outside of Israel, including the NasdaqNASDAQ Global Select, Global and Capital Markets, may elect external directors for additional terms that do not exceed three years each, beyond the three three-year terms generally applicable, provided that, if an external director is being re-elected for an additional term or terms beyond three three-year terms: (i) the audit committee and board of directors must determine that, in light of the external director’s expertise and special contribution to the board of directors and its committees, the re-election for an additional term is to the company’s benefit; (ii) the external director must be re-elected by the required majority of shareholders and subject to the terms specified in the Companies Law; and (iii) the term during which the nominee has served as an external director and the reasons given by the audit committee and board of directors for extending his or her term of office must be presented to the shareholders prior to their approval.

Further to these regulations, an amendment to the Companies Regulations (Relief for Companies Whose Shares are Registered for Trading Outside of Israel) – 2000, (the “Amendment to the Relief Regulations”), provides additional exemptions for such companies whose shares are listed for trading on specified exchanges outside of Israel, including the NASDAQ Global Select, Global and Capital Markets, provided that: (i) such company does not have a controlling shareholder; and (ii) the company complies with the requirements of the foreign securities laws and stock exchange regulations applicable to companies which are incorporated under the laws of such foreign countries with regard to appointing independent directors and composition of the compensation and audit committees. Any company that satisfies the above criteria and elects to comply with the applicable foreign securities laws and stock exchange regulations, shall be exempt from the following rules under the Companies Law: (i) to have at least 2 external directors appointed to serve in a public company; (ii) at least one of the external directors is required to have financial and accounting expertise and the rest are required to have professional expertise; (iii) the external directors shall be appointed by the general meeting and subject to certain voting thresholds; (iv) if all of the board members who are not controlling shareholders are of one sex, the appointed external director shall be of the other sex; (v) all of the board committees which are empowered and authorized to exercise any of the board’s authorities must consist of at least one external director. The exemption from these rules under Amendment 1 requires that the board be composed of both male and female directors.
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External directors may be removed only by the same percentage of shareholders as is required for their election, or by a court, and then only if the external directors cease to meet the statutory qualifications for their appointment, violate their duty of loyalty to the company or are found by a court to be unable to perform their duties on a full timefull-time basis. External directors may also be removed by an Israeli court if they are found guilty of bribery, fraud, administrative offenses in a company or use of inside information. Each committee of a company’s board of directors which has been granted any authority normally reserved for the board of directors must include at least one external director; provided, however, that the audit committee and compensation committee must each include all external directors then serving on the board of directors.
 
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Following termination of service as an external director, a public company, a controlling shareholder thereof and any entity controlled by a controlling shareholder, may not grant any benefit, directly or indirectly, to any person who served as an external director of such public company, or to his or her spouse or child, including, not appointing such person, or his or her spouse or child, as an office holder of such public company or of any entity controlled by a controlling shareholder of such public company, not employing such person or his or her spouse or child and not receiving professional services for pay from such person, either directly or indirectly, including through a corporation controlled by such person, all until the lapse of two years from termination of office with respect to the external director, his or her spouse or child; and with respect to other relatives of the former external director -– until the lapse of one year from termination of office.

An external director is entitled to compensation as provided in regulations adopted under the Companies Law and is otherwise prohibited from receiving any other compensation, directly or indirectly, in connection with service provided as an external director. At
In accordance with the Annual Shareholders MeetingAmendment to the Relief Regulations and in compliance with the terms described above in connection therewith, in July 2020, the Company elected to take advantage of the Company held on April 14, 2013, the shareholdersaforementioned exception and has chosen to opt out of the Company re-elected Mr. Ilan Erez as an external director for second three-year term and elected Ms. Ayelet Aya Hayak as an external director for an initial three-year term, with such terms of office for therequirement to appoint external directors having commencedand regarding the composition of the audit committee and compensation committee, subject to the following conditions: (i) none of the Company's shareholders is a controlling shareholder; (ii) the Company complies with NASDAQ rules and regulations with respect to the composition of the Company’s audit and compensation committees; (iii) the Company complies with NASDAQ rules and regulations with respect to the requirements of independent directors. For so long as of July 1, 2013.the Company meets the requisite requirements, the Company intends to apply the exemption from appointing at least two external directors under the Companies Law. Accordingly, Mr. Ilan Erez and Ms. Ayelet Aya Hayak who were originally elected by our shareholders as external directors under the Companies Law, are expectedno longer classified as external directors, but have continued to be brought for re-election as External Directors for a third three-year term and second three-year term, respectively,serve on the next Annual General MeetingCompany’s board of our shareholders, scheduled to convene in June, 2016.directors as independent directors under the NASDAQ rules.

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Audit Committee

The Companies Law requires public companies to appoint an audit committee. The responsibilities of the audit committee pursuant to the Companies Law include identifying irregularities in the management of our business and approving related party transactions as required by law, classifying company transactions as extraordinary transactions or non-extraordinary transactions and as material or non-material transactions in which an officeroffice holder has an interest (which will have the effect of determining the kind of corporate approvals required for such transaction), assessing the proper function of the company’s internal audit regime and determining whether its internal auditor has the requisite tools and resources required to perform his or her role and to regulate the company'scompany’s rules on employee complaints, reviewing the scope of work of the company’s independent accountants and their fees, and implementing a whistleblower protection plan with respect to employee complaints of business irregularities. Pursuant to Amendment 22, effective as of January 10, 2014,In addition, the responsibilities of the audit committee under the Companies Law also include the following matters: (i) to establish procedures to be followed in respect of related party transactions with a controlling shareholder (where such are not extraordinary transactions), which may include, where applicable, the establishment of a competitive process for such transaction, under the supervision of the audit committee, or individual, or other committee or body selected by the audit committee, in accordance with criteria determined by the audit committee; and (ii) to determine procedures for approving certain related party transactions with a controlling shareholder, which were determined by the audit committee not to be extraordinary transactions, but which were also determined by the audit committee not to be negligible transactions.
 
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Under the Companies Law, an audit committee must consist of at least three directors, including all the external directors of the company, and a majority of the members of the audit committee must be independent or external directors. The Companies Law defines independent directors as either external directors or directors who: (1) meet the requirements of an external director, other than the requirement to possess accounting and financial expertise or professional qualifications,“professional qualifications”, with Audit Committeeaudit committee confirmation of such; (2) have been directors in the company for an uninterrupted duration of less than 9 years (and any interim period during which such person was not a director which is less than 2 years shall not be deemed to interrupt the duration); and, (3) were classified as such by the company.

The following persons may not be a member of the audit committee:

·The chairman of the board of directors,
The chairman of the board of directors;
·Any director employed by or otherwise providing services to the company or to the controlling shareholder or entity under such controlling shareholder's control,

·Any director who derives his salary primarily from a controlling shareholder,
Any director employed by or otherwise providing services to the company or to the controlling shareholder or entity under such controlling shareholder’s control;
·A controlling shareholder, or

·Any relative of a controlling shareholder.
Any director who derives his salary primarily from a controlling shareholder;


A controlling shareholder; or

Any relative of a controlling shareholder.

According to the Companies Law, (1) the chairman of the audit committee must be an external director, (2) the required quorum for audit committee meetings and decisions is a majority of the committee members, of which the majority of members present must be independent and external directors, and (3) any person who is not eligible to serve on the audit committee is further restricted from participating in its meetings and votes, unless the chairman of the audit committee determines that such person’s presence is necessary in order to present a certain matter, provided however, that company employees who are not controlling shareholders or relatives of such shareholders may be present in the meetings but not for the actual votes, and likewise, company counsel and company secretary who are not controlling shareholders or relatives of such shareholders may be present in the meetings and for the decisions if such presence is requested by the audit committee.
 
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Pursuant to the Amendment to the Relief Regulations, companies whose shares are listed for trading on specified exchanges outside of Israel, including the NASDAQ Global Select, Global and Capital Markets, and which satisfy the criteria detailed above, are exempt from the following rules regarding the audit committee under the Companies Law: (i) the committee shall be comprised of at least 3 members, who shall include all of the external directors, and the majority of the members shall be independent; (ii) the audit committee may not include the chairman of the board, or any director employed by the Company, by a controlling shareholder or by any entity controlled by a controlling shareholder, or any director providing services to us, to a controlling shareholder or to any entity controlled by a controlling shareholder on a regular basis, or any director whose income is primarily dependent on a controlling shareholder, and may not include a controlling shareholder or any relatives of a controlling shareholder; (iii) the controlling shareholder or his relatives shall not be members of the audit committee; (iv) the chairman of the audit committee shall be an external director; (v) a person who is prohibited from being a member of the audit committee shall not be present at the committee’s meetings; (vi) if the committee also serves as a financials committee, the rules applicable to the financials committee shall apply; (vii) the legal quorum shall be the majority of the committee members, provided that the majority of directors present are independent, at least one of whom is an external director.
 

Currently, Ms. Ayelet Aya Hayak, Mr. Ilan Erez and Mr. Eli Doron serve as members of our audit committee, and Mr. Ilan Erez serves as the chairperson.

Compensation Committee

On December 5, 2010, our board of directors established a compensation committee, composed of at least two directors who were initially Mr. Zohar Zisapel (a former director in the Company), as chairman, and Mr. Avi Eizenman. At the time, its sole function was to recommend, to the board of directors, certain executive compensation matters and any other matters as the board of directors decided from time to time.

In December 2012, Amendment 20Pursuant to the Companies Law, (“Amendment 20”) went into effect, pursuant to which, the Board of Directors of Israeli publicly traded companies are required to appoint a compensation committee comprised of at least three members, including all external directors, who must also comprise a majority of the members of the compensation committee. In addition, the chairman of the compensation committee must be an external director. Following the compensation committee'scommittee’s recommendations, the Board of Directors is required to establish a compensation policy, which includes a framework for establishing the terms of office and employment of the office holders and guidelines with respect to the structure of the variable pay of office holders. Such guidelines are the basis for adequate balance between the components of compensation, which exists when a linkage is maintained between compensation and performance and the creation of value for shareholders in the Company, while maintaining the Company’s ability to recruit and maintain talented officeholders and incentivizing them to pursue the Company’s objectives. In particular, an appropriate balance between the fixed component (base salary and additional benefits) and the variable component and capital compensation avoids placing an exaggerated emphasis on one component.

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The following persons may not be a member of the compensation committee:

·The chairman of the board of directors,
·Any director employed by or otherwise providing services to the company or to the controlling shareholder or entity under such controlling shareholder's control,
·Any director who derives his salary primarily from a controlling shareholder,
·A controlling shareholder, or
·Any relative of a controlling shareholder.
 
The chairman of the board of directors;

70Any director employed by or otherwise providing services to the company or to the controlling shareholder or entity under such controlling shareholder’s control;

Any director who derives his salary primarily from a controlling shareholder;


A controlling shareholder; or

Any relative of a controlling shareholder.

The responsibilities of the compensation committee include the following:

1.To recommend to the Board of Directors as to a compensation policy for officersoffice holders of the company, as well as to recommend, once every three years to extend the compensation policy subject to receipt of the required corporate approvals;

2.To recommend to the Board of Directors as to any updates to the compensation policy which may be required;

3.To review the implementation of the compensation policy by the Company;company;

4.To approve transactions relating to terms of office and employment of certain Companycompany office holders, which require the approval of the compensation committee pursuant to the Companies Law; and

5.To exempt, under certain circumstances, a transaction relating to terms of office and employment from the requirement of approval of the shareholders meeting.

In December 2012, our Board of Directors changed the composition of the members of our compensation committee by removing Mr. Avi Eizenman from the compensation committee, and appointing the Company’s two external directors, Mr. Ilan Erez and Ms. Einat Domb-Har to our compensation committee, and appointing Mr. Ilan Erez as chairman of our compensation committee. On July 1, 2013, following the election of Ms. Ayelet Aya Hayak as an external director instead of Ms. Einat Domb-Har, Ms. Aya Hayak replaced Ms. Domb-Har on our compensation committee. Following the election of Mr. Eli Doron as a member of our board of directors, Mr. Eli Doron replaced Mr. Zohar Zisapel on our compensation committee. Our compensation committee has been chargednominated and empowered by the Board of Directors to act in accordance with the powers and prerogatives delegated to it by the Companies Law and take any decisions and make any recommendations to the Board all as set forth in the Companies Law.

Pursuant to Amendment 27 to the Companies Law, effective as of April 3, 2016 ("(“Amendment 27"27”), the audit committee may serve as the company'scompany’s compensation committee, provided that it meets the composition requirements of the compensation committee.

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Pursuant to the Amendment to the Relief Regulations, companies whose shares are listed for trading on specified exchanges outside of Israel, including the NASDAQ Global Select, Global and Capital Markets, and satisfying the criteria detailed above, are exempt from the following rules regarding the Compensation Committee under the Companies Law: (i) the board of a public company is required to appoint a compensation committee; (ii) the compensation committee shall be comprised of at least 3 members, all of the external directors shall be members and shall constitute the majority of its members and the rest of the members shall be members whose terms of service are as required under the Companies Law.
Under Section 267B(a) and Parts A and B of Annex 1A of the Companies Law, which were legislated as part of Amendment 20, a company’s compensation policy shall be determined based on, and take into account, the following parameters:

a.advancementAdvancement of the goals of the Company,company, its working plan and its long term policy;

b.theThe creation of proper incentives for the office holders while taking into consideration, inter alia, the Company’scompany’s risk management policies;

c.the Company’sThe company’s size and nature of its operations;

d.theThe contributions of the relevant office holders in achieving the goals of the Companycompany and profit in the long term in light of their positions;

e.theThe education, skills, expertise and achievements of the relevant office holders;

f.theThe role of the office holders, areas of their responsibilities and previous agreements with them;

g.theThe correlation of the proposed compensation with the compensation of other employees of the Company,company, and the effect of such differences in compensation on the employment relations in the company; and

h.theThe long term performance of the office holder.
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In addition, the compensation policy should take into account that in the event the compensation paid to office holders shall include variable components – it should address the ability of the board of directors to reduce the value of the variable component from time to time or to set a cap on the exercise value of convertible securities components that are not paid out in cash. Additionally, in the event that the terms of office and employment include grants or payments made upon termination – such grants should take into consideration the length of the term of office or period of employment, the terms of employment of the office holder during such period, the company’s success during said period and the office holder’s contribution to obtaining the company’s goals and maximizing its profits as well as the circumstances and context of the termination.

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In addition, the compensation policy must set forth standards and rules on the following issues: (a) with respect to variable components of compensation -– basing the compensation on long term performance and measurable criteria (though a non-material portion of the variable components can be discretionary awards taking into account the contribution of the officeroffice holder to the company. Pursuant to Amendment 27, variable components in the amount of up to a three month salary of the relevant office holder, on an annual basis, shall be considered a non-material portion of the variable components); (b) establishing the appropriate ratio between variable components and fixed components and placing a cap on such variable components (including a cap on the grant date value of convertible securities components that are not paid out in cash); (c) setting forth a rule requiring an office holder to return amounts paid, in the event that it is later revealed that such amounts were paid on the basis of data which prove to be erroneous and resulted in an amendment and restatement of the company’scompany‘s financial statements; (d) determining minimum holding or vesting periods for equity based variable components of compensation, while taking into consideration appropriate long term incentives; and (e) setting a cap on grants or benefits paid upon termination.

The board of directors of a company is obligated to adopt a compensation policy after considering the recommendations of the compensation committee. The final adoption of the compensation committee is subject to the approval of the shareholders of the company, which such approval is subject to certain special majority requirements, as set forth in the Israeli Companies Law, pursuant to which one of the following must be met:

(i)the majority of the votes includes at least a majority of all the votes of shareholders who are not controlling shareholders of the company or who do not have a personal interest in the compensation policy and participating in the vote; abstentions shall not be included in the total of the votes of the aforesaid shareholders; or

(ii)
the total of opposing votes from among the shareholders described in subsectionSub-section (i) above does not exceed 2% of all the voting rights in the company.

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Nonetheless, even if the shareholders of the company do not approve the compensation policy, the board of directors of a company may approve the compensation policy, provided that the compensation committee and, thereafter, the board of directors determined, based on detailed, documented, reasons and after a second review of the compensation policy, that the approval of the compensation policy is for the benefit of the company.

Executive Compensation Policy

On July 31, 2013, an Extraordinary General Meeting of the Shareholders of the Company took place, approving the Executive Compensation Policy as later amended at the Annual General Meeting of the Shareholders held on June 5, 2019 (the “Policy”“Policy”), which had been recommended by the Compensation Committee and approved by the Board of Directors, for the Company’sCompany's directors and office holders, in accordance with the requirements of the Companies Law. The Policy is expected to be brought for re-approval ofwas approved by our shareholdershareholders at the next Annual General Meeting of our shareholders scheduled to convenewhich took place on June 5, 2019. At the Annual General Meeting, held on June 7, 2022, an Amended Executive Compensation Policy was rejected by our shareholders but following the Meeting it was approved by our compensation committee and the Board of Directors on June 12, 2022, in June, 2016.accordance with the Companies Law in Israel and after determining that the approval of the Amended Compensation Policy was for the benefit of the Company.

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The Policy includes, among other issues prescribed by the Companies Law, a framework for establishing the terms of office and employment of the office holders, a recoupment policy, and guidelines with respect to the structure of the variable pay of office holders.

Each of our compensation committee and board of directors may engage compensation advisors and other professionals to assist in formulating compensation packages in line with the Policy, including, without limitation, to assist in collecting relevant data, framing the appropriate factors to be considered and evaluating the different factors being considered.

All compensation arrangements of office holders are to be approved in the manner prescribed by applicable law. Our office holders, including External Directors or Independent Directors, may waive their entitlement to their compensation, subject to applicable law.

Our recoupment policy relating to office holder compensation allows for the recovery of all or a portion of any compensation paid to our office holders that was paid during the previous three years on the basis of financial data included in our financial statements in any fiscal year that were found to be inaccurate and were subsequently restated. In such event, we will seek reimbursement from the office holders to the extent such office holders would not have been entitled to all or a portion of such compensation, based on the financial data included in the restated financial statements. Our compensation committee will be responsible for approving the amounts to be recouped and for setting terms for such recoupment from time to time. Notwithstanding the aforesaid, the recoupment policy will not be triggered in the event of a financial restatement due to changes in the applicable reporting or accounting standards. The above noted recoupment policy does not derogate from any relevant recoupment or clawbackclaw-back provisions under any applicable law or regulatory rules which apply to us.
 
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All of our office holders (other than non-employee directors) may be incentivized through cash bonuses and long-term equity-based incentives to provide the office holder with a stake in our success – thus linking the office holder’sholder's long-term financial interests with the interests of our shareholders. In accordance with the Policy, the incentives are developed through a program that sets performance targets based on each office holder’sholder's role and scope. Actual payments are driven by the business and individual performance vis-à-vis the performance targets set at the beginning of the year. The formula for the performance targets and the maximum variable components payable to each office holder (other than directors) shall be presented and recommended by our Chief Executive Officer and reviewed and approved by our compensation committee and our board of directors. The formula for the performance targets and the maximum variable components payable to any employee office holders who are also directors shall be presented and recommended by our compensation committee and reviewed and approved by our board of directors and our shareholders. Our Board of Directors may reduce or resolve not to award any officeholder’s performance based cash bonuses, even where performance targets have been met, provided such reduction or cancellation is in the best interests of the Company. The maximum value of the variable compensation components for an office holder at the Company shall not exceed eighty eight percent of such office holder’sholder's total compensation package on an annual basis. The maximum annual value of the equity-based long-term compensation components and cash bonuses of all of our office holders shall not exceed two percent of our market cap.

Unless otherwise specified in the terms of the variable compensation of an office holder, our Policy dictates that the board of directors shall not have discretion to unilaterally reduce such office holder's variable compensation. Equity based compensation may be granted in any form permitted under our equity incentive plans, as in effect from time to time (collectively, the "Equity Incentive Plans"), including stock options, restricted share units and restricted stock. Equity grants to office holders shall be made in accordance with the terms of the Equity Incentive Plans. All equity-based incentives granted to our office holders shall be subject to vesting periods in order to promote long-term retention of the awarded office holders. Unless determined otherwise in a specific award agreement approved by the compensation committee and the board of directors, grants to our office holders other than directors shall vest gradually over a period of between two to four years. We do not have any equity ownership guidelines that require any of our office holders to hold a stated number or fixed percentage of our ordinary shares, nor do they have to continue to hold for any period of time shares in the Company which they acquired as a result of the exercise of fully vested equity grants. The value of the equity-based compensation shall be calculated on the grant date, according to acceptable valuation practices at the time of grant. The board of directors shall not have discretion to limit the value of the equity-based compensation at the time of exercise. The board of directors may, following approval by our compensation committee, extend the period of time for which an award to an office holder is to remain exercisable, or make provisions with respect to the acceleration of the vesting period of any office holder’sholder's awards, including, without limitation, in connection with a corporate transaction involving a change of control.
 
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Our compensation committee will periodically review the Policy and monitor its implementation, and recommend to our board of directors and shareholders to amend the Policy as it deems necessary from time to time. The term of the Policy shall be three years as of the date of its adoptionre-adoption on July 31, 2013,June 12, 2022, during which, the Board of Directors is required to examine the Policy and revise it from time to time, if the circumstances under which it had been adopted have materially changed. 
Following such three yearthree-year term, the Policy, including any revisions recommended by our compensation committee and approved by our board of directors, as applicable, willshall be brought once again to the shareholders for approval.

Internal Auditor

Under the Companies Law, the board of directors of a public company must appoint an internal auditor, who is nominated by the audit committee. The role of the internal auditor is to examine, among other matters, whether our actions comply with the law and orderly business procedure. Under the Companies Law, the internal auditor may be an employee of the company but not an office holder (as defined in Item 10 below), nor an affiliate, nor a relative of an office holder or affiliate, and he or she may not be our independent accountant or its representative. Doron CohenYisrael Gewirtz of Fahn Kaneh Control Management Ltd. (a subsidiary of Fahn Kanne & Co. - Grant Thornton Israel) serves as our internal auditor.

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Board Diversity
Board Diversity Matrix (as of December 31, 2023)
Nasdaq’s recently adopted Board Diversity Rule is a disclosure standard designed to encourage a minimum board diversity objective for companies and provide stakeholders with consistent, comparable disclosures concerning a listed company’s current board composition. A company that has five or fewer directors is required to have, or explain why it does not have, at least one director who self-identifies as female, an underrepresented minority, or LGBTQ+. Our current board composition is in compliance with these requirements. Each term used above and in the matrix below has the meaning given to it in Nasdaq Listing Rule 5605(f). The matrix below provides certain highlights of the composition of our Board members based on self-identification.
Country of Principal Executive Office - Israel
Foreign Private Issuer - Yes
Disclosure Prohibited under Home Country Law - No
Total Number of Directors – 5
Part I: Gender Identity 
 FemaleMaleNon-BinaryDid Not Disclose Gender
Directors1400
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction0
LGBTQ+0
Did Not Disclose Demographic Background0

D.          Employees

The number of employees over the last three financial years is set forth in the table below.

As of December 31, 2021  2022  2023 
Total Employees  315   306   246 
Marketing, Sales, Customer Services  25   27   25 
Research & Development  135   134   125 
Manufacturing  138   127   80 
Corporate Operations and Administration  17   18   16 

As of December 31 2013  2014  2015 
Total Employees  143   197   238 
Marketing, Sales, Customer Services  17   22   26 
Research & Development  41   66   81 
Manufacturing  75   97   114 
Corporate Operations and Administration  10   12   17 
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As of March 31, 2016,2024, we had 237233 employees, including 2524 in marketing, sales and customer services, 83120 in research and development, 11374 in manufacturing, and 1615 in corporate operations and administration. All such employees, except for 2328 employees of our subsidiariessubsidiary in the United States and 2938 employees of our subsidiary in Denmark, are based in Israel. We consider our relations with our employees excellent and have never experienced a labor dispute, strike or work stoppage. None of our employees isare represented by a labor union. We do not employ a significant number of temporary employees, but we do use temporary employees from time to time, as necessary.
 
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In Israel we are subject to certain labor statutes and national labor court precedent rulings, as well as to certain provisions of the collective bargaining agreements between the Histadrut (General Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations including the Industrialists' Associations. These provisions of collective bargaining agreements are applicable to our Israeli employees by virtue of expansion orders issued in accordance with relevant labor laws by the Israeli Ministry of Labor and Welfare, and which apply such agreement provisions to our employees even though they are not directly part of a union that has signed a collective bargaining agreement. The laws and labor court rulings that apply to our employees principally concern the minimum wage laws, procedures for dismissing employees, determination of severance pay, leaves of absence (such as annual vacation or maternity leave), sick pay and other conditions for employment. The expansion orders which apply to our employees principally concern the requirement for length of the work day and workweek, mandatory contributions to a pension fund, annual recreation allowance, travel expenses payment and other conditions of employment. We generally provide our employees with benefits and working conditions beyond the required minimums.

Israeli law generally requires severance pay, which may be funded by managers' insurance and/or a pension fund described below, upon the retirement or death of an employee or termination of employment without cause (as defined in the law). The payments to the managers’managers' insurance and/or pension fund in respect of severance pay amount to approximately 8.33% of an employee’semployee's wages, in the aggregate. Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute, which is similar to the United States Social Security Administration. Such amounts also include payments for national health insurance. The payments
As required by applicable law, we contribute to the National Insurance Institute are equal to approximately 14.25% of an employee’s wages, of which the employee contributes approximately 49% and the employer contributes approximately 51%.

A general practice followed by us, is the contribution of funds on behalf of most of our employees either to a fund known as managers' insurance or to a pension fund, or to a combination of both. Such practice was further reinforced in July 1, 2008, when we entered into agreements with a majority of itsour employees in order to implement Section 14 to the Severance Pay Law ("Section 14"), according to which the payment of monthly deposits by us into managers’managers' insurance and/or pension fund are in respect of severance obligation to such employees. See Note 911 of our consolidated financial statements. These funds provide a combination of savings plan, insurance and severance pay benefits to the employee, giving the employee a lump sum payment upon retirement and securing the severance pay or part of it, if legally entitled, upon termination of employment. Each employee contributes an aggregate amount equal to between 5% and 5.5%For employees based in Israel without a Section 14 arrangement as of his base salary to suchtheir commencement date, the Company designates a separate portion of its funds and we contribute,attributes them to its severance payment obligations. Additionally, the Company makes provisions in the aggregate, between 13.3% and 15.8% of the employee’s base salary, with such amount including the 8.33% which is contributed asits books concerning any additional severance pay as noted above.payments liability.
 
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E.          Share Ownership

The following table sets forth, as of March 31, 2016,2024, the number of shares owned by our officers,office holders, directors and senior management. The percentages shown are based on 7,311,5636,163,655 ordinary shares outstanding as of March 31, 2016:

Name and Address 
Number of Shares and Options Owned1
  Percent of Outstanding Shares 
Zohar Zisapel2, 3
  1,511,722   20.68%
Avi Eizenmann  247,618   3.37%
Shaike Orbach  *   * 
Eli Doron  *   * 
Ayelet Aya Hayak  *   * 
Ilan Erez  *   * 
Eran Gilad  *   * 
All directors and officers as a group  1,759,340   23.92%

* Denotes ownership of less than 1% of the outstanding shares.2024:
 
Name 
Number of Shares and Options Owned1
  
Percent of Outstanding Shares
 
Avi Eizenman  277,418   4.44%
Shaike Orbach  *   * 
Eli Doron  *   * 
Ayelet Aya Hayak  *   * 
Ilan Erez  *   * 
Liron Eizenman  *   * 
Eran Gilad  *   * 
All directors and office holders as a group  289,818   4.64%

1*
Denotes ownership of less than 1% of the outstanding shares.
(1)
The table above includes the number of shares and options that are exercisable within 60 days of March 31, 2016.2024. Ordinary shares subject to these options are deemed beneficially owned for the purpose of computing the ownership percentage of the person or group holding these options, but are not deemed outstanding for purposes of computing the ownership percentage of any other person. Except where otherwise indicated, and subject to applicable community property laws, based on information furnished to us by such owners or otherwise disclosed in any public filings, to our knowledge, the persons and entities named in the table have sole voting and dispositive power with respect to all shares shown as beneficially owned by them.
2Based on Schedule 13D/A filed on March 5, 2009.
3Zohar Zisapel ceased serving as a director in the Company as of July 28, 2015.

See also “Item 6."Item 6 – Directors and Senior Management – Compensation.”"
 
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Item 7.          MAJOR SHAREHOLDERSSHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A.          Major Shareholders

The shareholdersfollowing table sets forth, as of the Company who beneficially own over 5% or more of each class of shares, as well asMarch 31, 2024, the number of shares ownedOrdinary Shares, including options and the percentage of outstanding shareswarrants to purchase Ordinary Shares exercisable within 60 days, owned by each,(i) all shareholders known to the Company to own more than five percent (5%) of the Company's Ordinary Shares and additional information, is set forth below. The(ii) all directors and officers as a group (based on 6,163,655 Ordinary Shares outstanding on that date). Each of our shareholders has identical voting rights of our major shareholders do not differ from the voting rights of other holders of our ordinarywith respect to its shares. All of the information with respect to beneficial ownership of the Ordinary Shares is given to the best of our knowledge. Except where otherwise indicated, and subject to applicable community property laws, we believe, based on information furnished to us by such owners or otherwise disclosed in any public filings, that the beneficial owners of the Ordinary Shares listed below have sole dispositive and voting power with respect to such Ordinary Shares.

Name of Shareholder
Number of Shares and Options Owned(1)
Percentage of Outstanding Shares
Systematic Financial Management, LP (2)
619,91210.06%
Wellington Management Group LLP (3)
507,1788.23%
First Wilshire Securities Management, Inc. (4)
499,5638.10%
Name of Shareholder 
Number of Shares and Options Owned1
  Percentage of Outstanding Shares 
Zohar Zisapel2
  1,511,722   20.68%
Dov Yelin/Yair Lapidot/Yelin Lapidot Holdings Management Ltd.3
  552,712   7.56%
Harel Insurance Investments & Financial Services Ltd.4
  415,898   5.69%


1(1)The table above includes the number of shares and options that are exercisable within 60 days of March 31, 2016.2024. Ordinary shares subject to these options are deemed beneficially owned for the purpose of computing the ownership percentage of the person or group holding these options, but are not deemed outstanding for purposes of computing the ownership percentage of any other person. Except where otherwise indicated, and subject to applicable community property laws, based on information furnished to us by such owners or otherwise disclosed in any public filings, to our knowledge, the persons and entities named in the table have sole voting and dispositive power with respect to all shares shown as beneficially owned by them. All the information detailed in this table is as set forth in major shareholders' public filings, unless stated otherwise.

2     Based on Schedule 13D/A filed on March 5, 2009.
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3(2)As reported on Schedule 13G filed by Systemic Financial Management, LP with the SEC on February 13, 2024.

(3)As reported on Schedule 13G/A filed by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP with the SEC on February 8, 2024. The securities as to which the Schedule was filed are owned of record by clients of one or more investment advisers, which are directly or indirectly owned by Wellington Management Group LLP, the identities of which are set forth in Exhibit A of such Schedule 13G/A.

Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than 5% of this class of securities, except for: Wellington Trust Company, NA (“Wellington”).
As reported on Schedule 13G filed by Wellington with the SEC on February 8, 2024, those securities as to which the Schedule was filed by Wellington, in its capacity as investment adviser, are owned of record by its clients. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities.
(4)As reported on Schedules 13G/A filed by each of Dov Yelin, Yair Laipdot and Yelin Lapidot HoldingsFirst Wilshire Securities Management, Ltd., an Israeli investment management firm (collectively, “Yelin Lapidot”)Inc. with the Securities and Exchange CommissionSEC on February 2, 2016, and as further updated in correspondence by Yelin Lapidot Holdings Management Ltd. with the Company, dated as of March 31, 2016, all 552,712 ordinary shares of the Company are beneficially owned by Yelin Lapidot via two of its wholly-owned subsidiaries (the “Subsidiaries”), Yelin Lapidot Provident Funds Management Ltd. which holds 248,024 Ordinary Shares of the Company, and Yelin Lapidot – Mutual Funds Management Ltd. which holds 304,688 Ordinary Shares of the Company. Yelin Lapidot has reported on the Schedules 13G/A that: (i) Messrs. Yelin and Lapidot each own 24.38% of the share capital and 25% of the voting rights, and are responsible for the day-to-day management, of Yelin Lapidot Holdings Management Ltd., (ii) the Subsidiaries operate under independent management and make their own independent voting and investment decisions, (iii) that any economic interest or beneficial ownership in any of the Ordinary Shares of the Company covered by the report on Schedule 13G is held for the benefit of the members of the provident funds or mutual funds, as the case may be, and (iv) the report on Schedule 13G/A shall not be construed as an admission by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings Management Ltd. or the Subsidiaries that he or it is the beneficial owner of any of the Ordinary Shares of the Company covered by report on Schedule 13G/A, and that each of them disclaims beneficial ownership of any such ordinary shares of the Company.12, 2024.
4
As reported on the Schedule 13G/A filed by Harel Insurance Investments & Financial Services Ltd. ("Harel"), an Israeli insurance company publicly traded on the TASE, with the Securities and Exchange Commission on January 28, 2016, of the 415,898 Ordinary Shares (i) 405,495 are held for members of the public through, among others, provident funds and/or pension funds and/or index-linked securities and/or insurance policies, which are managed by subsidiaries of Harel, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 10,403 Ordinary Shares are beneficially held for Harel's own account. Harel also reported that the report on Schedule 13G/A shall not be construed as an admission by Harel that it is the beneficial owner of more than 10,403 ordinary shares of the Company covered by the report on Schedule 13G/A.

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The Company's major shareholders do not have different voting rights.

As of March 31, 2016,2024, there were approximately 5five record holders of ordinary shares, including approximately 2three record holders in the United States. Collectively, these 2three record holders in the United States held less than 1% of the outstanding ordinary shares.

B.          Related Party Transactions

Messrs. Yehuda and Zohar Zisapel are brothers and are our founders. On July 15, 2010 Mr. Yehuda Zisapel resigned from serving as director on our board of directors. On September 2, 2010, Mr. Zohar Zisapel was appointed as a director on our board until July 28, 2015, when he ceased serving as a director. Messrs. Yehuda and Zohar Zisapel are also founders, directors and principal shareholders of several other corporations within the “Rad Group”, as described in “Item 6. Directors, Senior Management and Employees”.

There are other members of the Rad Group that are actively engaged in designing, manufacturing, marketing and supporting data communications products, none of which are currently the same as our products. Certain products of members of the Rad Group are complementary to, and may be used in connection with, our products.

The Rad Group provides us with certain services, and is reimbursed by us for the costs of providing such services. During 2015, we purchased from the Rad Group internet services for an amount of up to $51,500, testing services for our products for an amount of up to $147,000, car leasing services for an amount of up to $6,000 and insurance services for an amount of up to $55,000. We also sub-lease office space in Paramus, New Jersey, for an amount of up to $24,000 (monthly rent payments of approximately $2,000) from Radcom Equipment, Inc., an affiliated company of the Rad Group. We began to sub-lease this space in February 2004; the sub-lease was in effect until January 31, 2006 and was renewed for additional one-year periods through December 31, 2014. On January 1, 2015, we extended the sub-lease for an additional two-year period until December 31, 2016.
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During 2015, we sold external bypass switches and Server Adapters to members of the Rad Group for an amount of approximately $1,154,000.

The material terms of the arrangements with the Rad Group, described in the preceding paragraphs, occur within the Company's ordinary course of business, and on market terms. We believe that such arrangements are neither material to us nor unusual in their nature or conditions. We further believe that the terms of the transactions in which we have engaged and are currently engaged with other members of the Rad Group are generally no less favorable to us than terms which might be available to us from unaffiliated third parties.

Our board of directors approved a resolution under which sales to or purchases from any members of the Rad Group must meet certain criteria or otherwise be specifically approved by the relevant corporate bodies, as applicable in accordance with Israeli law. These criteria included a stipulation that transactions between us and members of the Rad Group relate to standard equipment, services and products purchased or sold by us and the Rad Group, as applicable. Our board of directors approved sales to or purchases from the Rad Group, from time to time, of standard equipment, services and products, which are (i) within our ordinary course of business and (ii) at least at market terms and at a value lower than 0.5% of our annual turnover per transaction and 2.5% of our annual turnover for all such transactions in a financial year, aggregated together. Our management is required to examine on a quarterly basis whether transactions with the Rad Group comply with such criteria. Transactions which do not meet the criteria will require specific corporate approvals in the applicable manner prescribed by Israeli law.  Further, all futureAll related party transactions and arrangements (or modifications of existing ones) with members of the Rad Group,our related parties, transactions in which office holders of the Company have a personal interest, or transactions which raise issues of such office holders’holders' fiduciary duties, could require additionalare subject to the applicable corporate approvals as applicable under the Companies Law.

Except as indicated above, we do not currently directly compete with other members of the Rad Group and do not currently contemplate engaging in competition with any other member of the Rad Group in the future. However, opportunities to develop, manufacture or sell new products (or otherwise enter new fields) may arise in the future, which opportunities might be pursued by us or by one or more other members of the Rad Group Without giving effect to the exclusion of (or in competition with) other members ofbuyback purchases described at Item 16E, the Rad Group (including us). In the event that any such opportunity arises, the directors then in office will determine whether or not we should seek to pursue it. Any such determination will be based upon such factors as the directors then deem relevant. However, in making any such determination, the directors will be bound by their fiduciary duties to the Company (and to any other corporation or other person to whom they then owe a fiduciary duty).following transactions are considered "related party transactions" for this Item 7B:
 
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On July 22, 2002, our audit committee and the Board of DirectorsIn January 2004, Our shareholders approved an Indemnification Agreement with our directors and officers. Our shareholders approved the terms of this agreement in a General and Extraordinary Meeting held on January 7, 2004. In Amendment 3 to the Companies Law, effective as of 2005, the instances in which a company may indemnify its officers and directors were broadened. In December 2007 each of our audit committee and Board of Directors approved a new form of Indemnification Agreement with our directors and officers so as to reflect this amendment. Our shareholders approved the terms of this new Indemnification Agreement in January 2008. According to Amendment 16 to the Israeli Securities Law, 5728-1968 (the "Israeli Securities Law"), and to a corresponding amendment to the Companies Law, both effective as of 2011, the Israeli Securities Authority is authorized to impose administrative sanctions against companies like ours and their office holders, for certain violationswhich has since been amended on a number of the Israeli Securities Law or the Companies Law. These sanctions include monetary sanctions and certain restrictions on serving as a director or senior officer of a public company for certain periods of time. The Israeli Securities Law and the Companies Law provide that only certain types of such liabilities may be reimbursed by indemnification and insurance. Specifically, legal expenses (including attorneys' fees) incurred by an individual in the applicable administrative enforcement proceeding and certain compensation payable to injured parties for damages suffered by them are permitted to be reimbursed via indemnification or insurance, provided that such indemnification and insurance are authorized by the company's articles of association, and receive the requisite corporate approvals. In January 2012 each of our audit committee and Board of Directors approved a new form of Indemnification Agreement with our directors and officers so as to reflect this amendment, and our shareholders approved these amendments to the Articles of Association and a revised form of Indemnification Agreement for directors at the Annual General Meeting of the Shareholders held on April 11, 2012.occasions.

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The Indemnification Agreement provides that our directors and officersoffice holders will be exempt from liability in certain circumstances. The Indemnification Agreement also provides for the indemnification by the Company for certain obligations and expenses imposed on the officeroffice holder in connection with actacts performed in his or her capacity as an officeroffice holder of the Company. This right to indemnification is limited, and does not cover, among other things, a breach of an officer’soffice holder's duty of loyalty, a willful breach of an officer’soffice holder's duty of care, or a reckless disregard for the circumstances or consequences of a breach of a duty of care. The right to indemnification also does not cover acts that are taken intentionally to unlawfully realize personal gain. The maximum amount of our liability under these Indemnification Agreements for any monetary obligation imposed on an officeroffice holder or a director in favor of another person by a judgment is currently $3,000,000US$ 3,000,000 for each instance of a covered scenario. In addition, we would be liable to indemnify the officeroffice holder or director for all reasonable litigation expenses with respect to certain proceedings. We have maintained liability insurance for our directors and officers.office holders. On September 23, 2007, our shareholders approved the procurement of a policy, which provides for total coverage of up to $4,000,000.US$ 4,000,000. All of our directors are parties to our Indemnification Agreements and are covered by our directors and officersoffice holders' insurance policy.
 
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As per Amendment 20, it was decided on July 31, 2013, at the Extraordinary General Meeting of the Shareholders to adopt the Executive Compensation Policy of the Company, which was recommended byUnder our compensation committee and approved by our board of directors.  Our approved Executive Compensation Policy includes the above referenced form of Indemnification Agreement to be entered into by the Company with our directors and officers serving in such capacities from time to time, as well as the above referenced directors and officers liability insurance policy. Under the Executive Compensation Policy, any change to the Indemnification Agreement or the insurance policy, including the cost and/or any changes which materially depart from the key terms of the current agreement and/or insurance policy (provided that such changes apply equally to all executives of the Company, including directors) will be submitted to the Company’sCompany's compensation committee and the boardBoard of directorsDirectors for their approval but shall not, unless required by law or the Company’sCompany's Articles of Association, be presented at a General Meeting of the shareholders.Shareholders.

Compensation Package for Liron Eizenman, the Company's President and Chief Executive Officer
In June 2022, following the approval of the Company's Compensation Committee and Board of Directors, the Company's shareholders approved a compensation package for Liron Eizenman. The approved Compensation Package consists of (i) an amendment to Liron Eizenman's compensation structure and (ii) a severance agreement, identical to the previous CEO severance agreement. The principal terms of the compensation package, which commenced on July 1, 2022, are as follows:
Gross monthly base salary of NIS 70,000.

•
Entitlement to the Chief Executive Officer annual bonus upon the terms and in accordance with the formula approved by the Company’s shareholders at the Annual General Meeting held on June 8, 2016 (the “CEO Bonus”),

Standard social benefits package applicable to all full-time employees of the Company.

Severance/Termination provisions.

In addition, at the June 2022 General Meeting, our shareholders approved a grant to Liron Eizenman of 50,000 options to purchase Ordinary Shares of the Company, pursuant to the Plan. Pursuant to the terms of their grant, all of these options expired following the closing price of our shares falling below US$ 17.45 and remaining at or below such price for a period of at least 30 days.
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In light of the automatic expiration of all of the options granted to Mr. Liron Eizenman, in March 2024, our Compensation Committee and Board of Directors approved the grant of 100,000 options under the Plan as extended, to purchase our Ordinary Shares at an exercise price equal to the average closing price of our Ordinary Shares on the thirty (30) trading days preceding the date of the approval of such grant by our shareholders. 50% of the options will vest on the second anniversary of the date of shareholder approval (the “Grant Date”), and 50% will vest on the third anniversary of the Grant Date, and which Plan Options (vested and unvested) shall expire, by their terms, upon the eighth anniversary of the Grant Date.
Grant of Options to Avi Eizenman
In light of the automatic expiration of all of the options granted to Mr. Avi Eizenman, in March 2024, our Compensation Committee and Board of Directors approved the grant of 60,000 options under the Plan, as extended to purchase our Ordinary Shares at an exercise price equal to the average closing price of our Ordinary Shares on the thirty (30) trading days preceding the date of the approval of such grant by our shareholders. 50% of the options will vest on the second anniversary of the date of shareholder approval (the “Grant Date”), and 50% will vest on the third anniversary of the Grant Date, and which Plan Options (vested and unvested) shall expire, by their terms, upon the eighth anniversary of the Grant Date.
Compensation for Shaike Orbach
Mr Shaike Orbach has served as the Executive Vice Chairman of the Board since July 1, 2022 following him stepping down as the Company’s President, CEO and head of sales and marketing. In March 2024, our Compensation Committee and Board of Directors approved, subject to shareholder approval, a framework for granting RSUs to Mr. Orbach under the Plan, as extended in consideration for his agreeing to spend 25% of his time assisting the company with its sales activities. Pursuant to this framework, if approved by the shareholders, Mr. Orbach may be granted from time to time (i) an aggregate of up to 5,000 RSUs under the Plan (the “Year 1 Framework”), upon terms to be determined by the Compensation Committee and Board of Directors, in consideration for his assisting the company with its sales activities, during the period commencing November 1, 2023 and ending October 31, 2024, and (ii) an aggregate of up to a further 5,000 RSUs under the Plan, upon terms to be determined by the Compensation Committee and Board of Directors, in consideration for his providing such services during the period commencing November 1, 2024 and ending October 31, 2025 (the “Year 2 Framework” and together with the Year 1 Framework, the “RSU Framework”). Subject to the approval of the RSU Framework by the Company’s shareholders, the Board and Committee have resolved that Mr. Orbach will be granted 2,969 RSU’s, on account of the Year 1 Framework, which will fully vest on November 1, 2025, subject to his continuing to provide services on such date.
See also “Item 6."Item 6 – Directors and Senior Management – Compensation.”"

Item 8.          FINANCIAL INFORMATION
 
A.           Consolidated Statements and Other Financial Information

Our consolidated financial statements and other financial information are included herein on pages F-1 through F-44.F-55.
 
A1.          See Item 18 for our consolidated financial statements.
 
A2.          See Item 18 for our consolidated financial statements, which cover the last three financial years.
 
A3.          See page F-3 for the audit report of our accountants, entitled “Report"Report of Independent Registered Public Accounting Firm.”"
 
A4.          Not applicable.
 
A5.          Not applicable.
 
A6.          See Note 12A13 to our audited consolidated financial statements included in Item 18 of this annual report for the geographic distribution of our sales based on the location of the customer.
 
A7.          Litigation
 
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On March 2, 2012 Internet Machines LLC, a Texas limited liability company filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas (the “Court”) against numerous defendants (including many switch manufacturers) with respect to certain patents for switches, and included our US subsidiary amongst the list of defendants named in such lawsuit. The lawsuit claimed that the defendants infringed certain patents purported to be owned by Internet Machines LLC and sought unspecified compensation for damages as well as injunctive relief. The defendants filed answers and counterclaims to the complaint asserting that they did not infringe any claimsAs of the asserted patents and the claimsdate of the patents were invalid and/or unenforceable. While one of our switch suppliers (which was also named as a defendant in the aforesaid lawsuit) agreed to indemnify us with respect to certain liabilities, there was no certainty that we would have been ultimately able to collect all or any amounts under such indemnity should we would have been found liable under the lawsuit. On September 4, 2012, the Court granted the defendants' motion to stay the pending litigation and on April 28, 2015, the lawsuit was dismissed with prejudice by the Court. 

Other than the above,this Annual Report, we are not a party to any material litigation and we are not aware of any pending or threatened litigation that would have a material adverse effect on us or our business.

A8.          Dividend Policy

Prior to 2013, we had not paid dividends in the past. On January 14, 2013, we announced that our Board of Directors has adopted a policy for distributing dividends, subject to all applicable laws. According to this policy, each year we will distribute a dividend of up to 50% of our annual distributable profits. As part of the stated policy, the Company'sOur Board of Directors reserves the right to declare additional dividend distributions, to change the rate of dividend distributions (either as a policy or on a one-time basis), to cancel a specific distribution or to cancel the policy as a whole at any time, at its sole discretion. TheAccording to the said policy, the actual distribution of a dividend will be subject to meeting the conditions required by applicable law, including the distribution tests set forth in Section 302 of the Companies Law, and to the specific decision of the Company's Board of Directors for each distribution. Future dividend policy will be reviewed by the Board of Directors based upon conditions then existing, including our earnings, financial condition, capital requirements and other factors. Our ability to pay cash dividends may be restricted by instruments governing any of our obligations.

Dividends paid by an Israeli company to shareholders residing outside Israel are generally subject to withholding of Israeli income tax at a rate of 25-30%. Such tax rates apply unless a lower rate is provided in a treaty between Israel and the shareholder’s country of residence. In our case, the applicable withholding tax rate will also depend on the particular Israeli production facilities that have generated the earnings that are the source of the specific dividend and, accordingly, the applicable rate may change from time to time. 

On March 18, 201315, 2018, our Board of Directors declaredadopted a resolution to suspend the dividend of US $0.55 per share which was paid on April 17, 2013 to shareholders of record as of April 4, 2013, and in the aggregate amount of approximately US $3.9 million for 2012.policy until further notice.
 
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On March 18, 2014 our Board of Directors declared a dividend of US $1.00 per share payable on April 17, 2014 to shareholders of record at the close of the NASDAQ Global Select Market on April 3, 2014, and in the aggregate amount of approximately US $7.2 million for 2013.

On March 23, 2015 our Board of Directors declared a dividend of US $1.00 per share payable on April 21, 2015 to shareholders of record at the close of the NASDAQ Global Select Market on April 6, 2015, and in the aggregate amount of approximately US $7.3 million for 2014.

On March 21, 2016 our Board of Directors declared a dividend of US $1.00 per share payable on April 14, 2016 to shareholders of record at the close of the NASDAQ Global Select Market on April 4, 2016, and in the aggregate amount of approximately US $7.3 million for 2015.
B.          Significant Changes

Since the date of the annual financial statements included in this Annual Report, no significant changes have occurred.

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Item 9.          THE OFFER AND AND LISTING
 
A.          Offer and listing detailsListing Details

Markets and Share Price History

Following our delisting from trading on the TASE, the only trading market for our ordinary shares is the NASDAQ Global Select Market, where our shares have been listed and traded under the symbol SILC since January 2, 2014. Prior thereto, our shares were listed and traded on the NASDAQ Global Market (previously NASDAQ National Market) under the symbol SILC (previously SILCF) from February 11, 2008. Prior thereto, our shares were listed and traded on the NASDAQ Capital Market (previously known as the NASDAQ Small-Cap).

The table below sets forth the high and low reported sales prices in dollarsDollars of our ordinary shares, as reported by NASDAQ during the indicated periods:

PERIOD LOW  HIGH 
March 2024  
14.80
   15.90 
February 2024  14.98   17.26 
January 2024  16.74   19.04 
December 2023  16.24   18.83 
November 2023  14.00   17.01 
October 2023  13.75   
26.10
 
FINANCIAL QUARTERS DURING THE PAST TWO YEARS        
First Quarter 2024  14.80   19.04 
Fourth Quarter 2023  13.75   26.10 
Third Quarter 2023  24.07   40.70 
Second Quarter 2023  33.25   37.79 
First Quarter 2023  35.25   50.00 
Fourth Quarter 2022  34.36   46.94 
Third Quarter 2022  32.30   44.47 
Second Quarter 2022  31.30   39.57 
FIVE MOST RECENT FULL FINANCIAL YEARS        
2023  13.75   50.00 
2022  31.30   51.66 
2021  36.02   59.27 
2020  20.93   42.55 
2019  28.59   40.36 

PERIOD LOW  HIGH 
LAST 6 CALENDAR MONTHS      
March  2016  29.9   34.2 
February  2016  26.15   30.39 
January 2016  26.94   33.82 
December 2015  25.00   30.59 
November 2015  26.81   33.1 
October 2015  25.72   33.96 
FINANCIAL QUARTERS DURING THE PAST TWO YEARS        
First Quarter 2016  26.15   30.39 
Fourth Quarter 2015  25.00   33.96 
Third Quarter 2015  24.86   37.24 
Second Quarter 2015  34.8   44.54 
First Quarter 2015  32.15   48.43 
Fourth Quarter 2014  26   38.11 
Third Quarter 2014  26.02   42.45 
Second Quarter 2014  41.11   63.91 
FIVE MOST RECENT FULL FINANCIAL YEARS        
2015  24.86   48.43 
2014  26.00   73.44 
2013  33.84   46.15 
2012  15.02   18.50 
2011  13.10   19.33 
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On December 27, 2005, our shares commenced trading on the TASE in Israel under the symbol “SILC” (in Hebrew letters)."SILC." On October 26, 2015, our Board of Directors resolved to act to delist the Company’sCompany's shares from trading on the TASE. The last trading day in our shares on the TASE was January 26, 2016, and on January 28, 2016, our shares were delisted from trading on the TASE. The following table sets forth, for the periods indicated, the high and low reported sales prices, in NIS, of the ordinary shares on the TASE, until delisted from trading as set forth above:

PERIOD LOW  HIGH 
LAST SIX CALENDAR MONTHS1
      
January 20161
  125.00   169.00 
December 2015  97.08   116.00 
November 2015  104.5   127.60 
October 2015  102.00   131.10 
September 2015  101.3   113.8 
August 2015  96.01   109.5 
FINANCIAL QUARTERS DURING THE PAST TWO YEARS        
First Quarter 20161
  125.00   169.00 
Fourth Quarter 2015  97.08   131.10 
Third Quarter 2015  96.01   141.60 
Second Quarter 2015  134.90   178.30 
First Quarter 2015  125.00   189.60 
Fourth Quarter 2014  100.50   149.70 
Third Quarter 2014  89.74   144.00 
Second Quarter 2014  142.00   223.50 
FIVE MOST RECENT FULL FINANCIAL YEARS        
2015  96.01   189.60 
2014  89.74   257.20 
2013  66.50   166.60 
2012  51.60   73.00 
2011  44.16   80.64 
(1)           Until January 28, 2016, when the Company's shares were delisted from trading on the TASE in accordance with the Company's initiated delisting procedure.
 
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Item 10.          ADDITIONAL INFORMATION
 
A.          Share Capital

Not applicableapplicable.
 
B.          Memorandum and Articles of Association

Articles of Association

Our shareholders approved our Amendedamended and Restatedrestated Articles of Association (“Articles”) on January 24, 2008, as well as certain additional amendments to the Articles of Association on April 11, 2012.2012, June 8, 2016 and June 7, 2022. Our objective as stated in the Articles of Association is to carry on any business and perform any act which is not prohibited by law.

We have currently outstandinghave only one class of outstanding shares, our Ordinary Shares, having a nominal value of NIS 0.01 per share. Holders of Ordinary Shares have one vote per share, and are entitled to participate equally in the payment of dividends and share distributions and, in the event of a liquidation of the Company, in the distribution of assets after satisfaction of liabilities to creditors. No preferred shares are currently authorized.
 
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Our Articles of Association require that we hold our annual general meeting of shareholders each year no later than 15 months from the last annual meeting, at a time and place, either within or without the State of Israel, determined by the board of directors, upon 21 days’days' prior notice to our shareholders or 35 days’days' prior notice to the extent required with respect to certain matters as required under the regulations to the Companies Law. In general, no business may be commenced at a general meeting until a quorum of two or more shareholders holding at least 33 1/3% of the voting rights is present in person or by proxy. Shareholders may vote in person or by proxy.

In general, a simple majority is required to amend our articlesArticles of association.Association.
 
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Pursuant to the Israeli Companies Law, resolutions regarding the following matters must be passed at a general meeting of shareholders:

·appointment
Appointment or termination of our auditors;
·appointment and dismissal of external directors;

·approval of interested party acts and transactions requiring general meeting approval as provided in sections 255 and 268 to 275 of the Israeli Companies Law;
·a merger as provided in section 320(a) of the Israeli Companies Law;
·the exercise of the powers of the board of directors, if the board of directors is unable to exercise its powers and the exercise of any of its powers is vital for our proper management, as provided in section 52(a) of the Israeli Companies Law;
·amendments to our articles of association;
·approval of an increase or decrease of the registered share capital.

Appointment and dismissal of external directors, unless the company elects to opt-in to the exemptions promulgated under the Amendment to the Relief Regulations as detailed above, under which there is no requirement to appoint external directors;

Approval of interested party acts and transactions requiring general meeting approval as provided in Sections 255 and 268 to 275 of the Companies Law;

A merger as provided in Section 320(a) of the Companies Law;

The exercise of the powers of the board of directors, if the board of directors is unable to exercise its powers and the exercise of any of its powers is vital for our proper management, as provided in Section 52(a) of the Companies Law;

Amendments to our Articles of Association; and

Approval of an increase or decrease of the registered share capital.

An extraordinary general meeting may be convened by demand of two directors or by written request of one or more shareholders holding at least 5% of our issued share capital and 1% of the voting rights or one or more shareholders holding at least 5% of the voting rights. Shareholders requesting a special meeting must include in their request all relevant information, including the reason that such subject is proposed to be brought before the special meeting.

Our ordinary shares may generally be freely transferred under our amended and restated articlesArticles of association,Association, unless the transfer is restricted or prohibited by applicable law or the rules of the stock exchange on which the shares are traded. The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our amended and restated articlesArticles of associationAssociation or the laws of the State of Israel, except under certain circumstances for ownership by nationals of certain countries that are, or have been, in a state of war with Israel.

The Companies Law

We are subject to the provisions of the Companies Law. The Companies Law codifies the fiduciary duties that “office holders,”"office holders", including directors and executive officers,office holders, owe to a company. An office holder, as defined in the Companies Law, is a general manager (also referred to as the “chief"chief executive officer”officer"), chief business manager, deputy general manager, vice general manager, executive Vice-President, Vice-President, any other person assuming the responsibilities of any of the foregoing positions without regard to such person's title, as well as a director, or another manager directly subordinate to the general manager. Each person listed in the table in “Item 6."Item 6 – Directors, Senior Management and Employees”Employees" above is an office holder of Silicom.
 
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The Companies Law requires that an office holder of a company promptly disclose, no later than the first board meeting in which such transaction is discussed, any personal interest that he or she may have and all related material information known to him or her, in connection with any existing or proposed transaction by the company. In addition, if the transaction is an extraordinary transaction, the office holder must also disclose any personal interest held by the office holder’sholder's relative (which includes for these purposes any members of his/her (or his/her spouse's) immediate family or the spouses of any such members of his or her (or his/her spouse's) immediate family), or by any corporation in which the office holder or the office holder’sholder's relative is a 5% or greater shareholder, holder of 5% or more of the voting power, director or general manager or in which he or she has the right to appoint at least one director or the general manager. An extraordinary transaction is defined as a transaction not in the ordinary course of business, not on market terms, or that is likely to have a material impact on the company’scompany's profitability, assets or liabilities.

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\
In the case of a transaction in which an office holder of the company has a personal interest and which is not an extraordinary transaction, after the office holder complies with the above disclosure requirement, board approval is required unless the articles of association of the company provide otherwise. The transaction must be for the benefit of the company. If the transaction is an extraordinary transaction, then, in addition to any approval required by the articles of association, it must also be approved by the audit committee and by the board of directors, and, under specified circumstances, by a meeting of the shareholders, as well.
 
Subject to certain exceptions provided for in the regulations to the Companies Law, agreements regarding directors’directors' terms of compensation require the approval of the compensation committee, board of directors and the shareholders of the company. The transaction must be for the benefit of the company.

In matters concerning an extraordinary transaction in which a person has a personal interest, as well as matters concerning his or her terms of compensation, he or she shall not be permitted to vote on the matter or be present in the audit committee or board of directors meeting in which the matter is considered, however, with respect to an office holder, he/she may be present at the meeting discussions if the chairman determines that the presence of the office holder is necessary in order to present the matter. However, if a majority of the audit committee or of the board of directors has a personal interest in the matter then:

·all
All of the directors are permitted to vote on the matter and attend the meeting in which the matter is considered; and
·the matter requires approval of the shareholders at a general meeting.


The matter requires approval of the shareholders at a general meeting.

According to the Companies Law, the personal interest disclosure requirements discussed above also apply to a controlling shareholder"controlling shareholder" of a public company. Such requirements also apply to certain shareholders of a public company who have a personal interest in the adoption by the shareholders of certain proposals with respect to (i) certain private placements that will increase their relative holdings in the company, (ii) certain special tender offers or forced bring along share purchase transactions, (iii) election of external directors, (iv) approval of a compensation policy governing the terms of employment and compensation of office holders, (v) approval of the terms of employment and compensation of the general manager, (vi) approval of the terms of employment and compensation of office holders of the company when such terms deviate from the compensation policy previously approved by the company’scompany's shareholders, and (vii) approving the appointment of either (1) the chairman of the board or his/her relative as the chief executive officer of the company, or (2) the chief executive officer or his/her relative as the chairman of the board of directors of the company. If any shareholder casting a vote at a shareholders meeting in connection with such proposals as aforesaid does not notify the company if he, she or it has a personal interest with respect to such proposal, his, her or its vote with respect to the proposal will be disqualified.
 
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The term “controlling shareholder”"controlling shareholder" is defined as a shareholder who has the ability to direct the activities of a company, other than if this power derives solely from the shareholder’sshareholder's position on the board of directors or any other position with the company, and the definition of "controlling shareholder" in connection with matters governing: (i) extraordinary transactions with a controlling shareholder"controlling shareholder" or in which a controlling shareholder"controlling shareholder" has a personal interest, (ii) certain private placements in which the controlling shareholder"controlling shareholder" has a personal interest, (iii) certain transactions with a controlling shareholder"controlling shareholder" or relative with respect to services provided to or employment by the company, (iv) the terms of employment and compensation of the general manager, and (v) the terms of employment and compensation of office holders of the company when such terms deviate from the compensation policy previously approved by the company’scompany's shareholders, also includes shareholders that hold 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company (and the holdings of two or more shareholders which each have a personal interest in such matter will be aggregated for the purposes of determining such threshold).

In general, extraordinary transactions with a controlling shareholder"controlling shareholder" or in which a controlling shareholder"controlling shareholder" has a personal interest, and agreements relating to non-office holder employment and compensation terms of a controlling shareholder"controlling shareholder" (or a relative of such) or to the provision of services to the company by such controlling shareholder"controlling shareholder" (or relative of such), require the approval of the audit committee, the board of directors and the shareholders of the company. Agreements relating to the terms of office and employment of a controlling shareholder"controlling shareholder" (or relative of such) as an office holder in the company require the approval of the compensation committee, the board of directors and the shareholders of the company.

The shareholder approval for such matters requiring shareholder disclosure of a personal interest as noted above, generally must either include at least a majority of the shares held by non-controlling and disinterested shareholders who actively participate in the voting process (without taking abstaining votes into account), or, alternatively, the total shareholdings of the non-controlling and disinterested shareholders who vote against the transaction must not represent more than two percent of the voting rights in the company. The shareholder approval for approving the appointment of either (1) the chairman of the board or his/her relative as the chief executive officer of the company, or (2) the chief executive officer or his/her relative as the chairman of the board of directors of the company, must either include at least two-thirds of the shares held by non-controlling and disinterested shareholders who actively participate in the voting process (without taking abstaining votes into account), or, alternatively, the total shareholdings of the non-controlling and disinterested shareholders who vote against the transaction must not represent more than two percent of the voting rights in the company. Agreements and extraordinary transactions with a controlling shareholder"controlling shareholder" or in which a controlling shareholder"controlling shareholder" has a personal interest, or agreements relating to any employment terms of a controlling shareholder"controlling shareholder" (or relative if such) or to the provision of services to the company by such controlling shareholder"controlling shareholder" (or relative if such), as aforesaid, with duration exceeding three years, are subject to re-approval once every three years by the audit committee (or compensation committee, as applicable), the board of directors and the shareholders of the company. Extraordinary transactions with a controlling shareholder"controlling shareholder" or in which a controlling shareholder"controlling shareholder" has a personal interest may be approved in advance for a period exceeding three years if the audit committee determines such approval reasonable under the circumstances. In addition, agreements and extraordinary transactions with duration exceeding three years which were approved prior to Amendment 16 to the Companies Law, which was passed by the Israeli legislature, the Knesset, in March 2011, and which came into effect gradually during the year 2011 (the “Amendment 16”("Amendment 16"), will need to be re-approved by the proper corporate actions at the later of (i) the first general meeting held after May 14, 2011, (ii) November 14, 2011, or (iii) the expiration of three years from the date on which they were originally approved, even though they were properly approved prior to the passing of the Amendment 16.
 
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The board of directors of an Israeli company whose shares or debentures are publicly traded is obligated to adopt a compensation policy governing the terms of office and employment of office holders, after considering the recommendations of the compensation committee. The final adoption of the compensation policy is subject to the approval of the shareholders of the company. Such shareholder approval is subject to certain special majority requirements, as set forth in the Companies Law, pursuant to which the shareholder majority approval must also either include at least a majority of the shares held by non-controlling and disinterested shareholders who actively participate in the voting process (without taking abstaining votes into account), or, alternatively, the total shareholdings of the non-controlling and disinterested shareholders who voted against the transaction must not represent more than two percent of the voting rights in the company.

Nonetheless, even if the shareholders of the company do not approve the proposed compensation policy, the board of directors of a company may approve the proposed compensation policy, provided that the compensation committee and, thereafter, the board of directors resolved, based on detailed, documented, reasons and after a second review of the compensation policy, that the approval of such compensation policy is for the benefit of the company.

Pursuant to the Companies Law, the terms of office and employment of an office holder in a public company should be in accordance with the company’scompany's compensation policy. Nonetheless, provisions were established in the Companies Law that allow a company, under special circumstances, to approve terms of office and employment that are not in line with the approved compensation policy.
 
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Terms of office and employment of office holders who are neither directors nor the general manager and which comply with the company’scompany's compensation policy require approval by the (i) compensation committee; and (ii) the board of directors. Approval of terms of office and employment for such office holders which do not comply with the compensation policy may nonetheless be approved subject to two cumulative conditions: (i) the compensation committee and thereafter the board of directors, approved the terms after having taken into account the various policy considerations and mandatory requirements set forth in the Companies Law with respect to office holder compensation, and (ii) the shareholders of the company approved the terms of office and employment for such office holders by means of the special majority required for approving the compensation policy (as detailed above). Following the Amendment to the Affiliation Regulations, non-material changes to the terms of compensation of office holders who are subordinated to the company general manager will require only general manager approval, provided that the company's compensation policy includes a reasonable range for such non-material changes.
 
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Terms of office and employment of the general manager which comply with the company’scompany's compensation policy require approval by the (i) compensation committee; (ii) the board of directorsdirectors; and (iii) the shareholders of the company by means of the special majority required for approving the compensation policy (as detailed above). Approval of terms of office and employment for the general manager which do not comply with the compensation policy may nonetheless be approved subject to two cumulative conditions: (i) the compensation committee and thereafter the board of directors, approved the terms after having taken into account the various policy considerations and mandatory requirements set forth in the Companies Law with respect to office holder compensation, and (ii) the shareholders of the company approved the terms of office and employment for the general manager which deviate from the compensation policy by means of the special majority required for approving the compensation policy (as detailed above). Notwithstanding the foregoing, a company may be exempted from receiving shareholder approval with respect to the terms of office and employment of a proposed candidate for general manager if such candidate meets certain independence criteria, the terms of office and employment are in line with the compensation policy, and the compensation committee has determined for specified reasons that presenting the matter for shareholder approval would thwart the proposed engagement. In addition, following the Amendment to the Affiliation Regulations, the terms of compensation of the general manager will not require shareholdersshareholders' approval when extending or re-approving the company's engagement with its general manager, provided that such terms are not more beneficial compared to his previous compensation terms approved by the shareholders pursuant to the Companies Law and provided that such terms comply with the company's compensation policy.

Terms of office and employment of office holders (including the general manager) that are not directors may nonetheless be approved by the company despite shareholder rejection, provided that a company’scompany's compensation committee and thereafter the board of directors have determined to approve such terms of office and employment based on detailed reasoning, after having re-examined the proposed terms of office and employment, and having taken the shareholder rejection into consideration.
 
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Terms of office and employment of directors which comply with the company’scompany's compensation policy require approval by the (i) compensation committee; (ii) the board of directors and (iii) the shareholders of the company. Approval of terms of office and employment for directors of a company which do not comply with the compensation policy may nonetheless be approved subject to two cumulative conditions: (i) the compensation committee and thereafter the board of directors, approved the terms after having taken into account the various policy considerations and mandatory requirements set forth in the Companies Law with respect to office holder compensation, and (ii) the shareholders of the company have approved the terms by means of the special majority required for approving the compensation policy (as detailed above).

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Private placements in a public company require approval by a company’scompany's board of directors and shareholders in the following cases:

1.A private placement that meets all of the following conditions:
·The private placement will increase the relative holdings of a shareholder that holds five percent or more of the company’s outstanding share capital, assuming the exercise of all of the securities convertible into shares held by that person, or that will cause any person to become, as a result of the issuance, a holder of more than five percent of the company's outstanding share capital.
·20 percent or more of the voting rights in the company prior to such issuance are being offered.
·All or part of the consideration for the offering is not cash or registered securities, or the private placement is not being offered at market terms.

The private placement will increase the relative holdings of a shareholder that holds five percent or more of the company's outstanding share capital, assuming the exercise of all of the securities convertible into shares held by that person, or that will cause any person to become, as a result of the issuance, a holder of more than five percent of the company's outstanding share capital.

20 percent or more of the voting rights in the company prior to such issuance are being offered.

All or part of the consideration for the offering is not cash or registered securities, or the private placement is not being offered at market terms.

2.A private placement which results in anyone becoming a controlling shareholder"controlling shareholder" of the public company.


In addition, under the Companies Law, certain transactions or a series of transactions are considered to be one private placement. A private placement that meets all of the above conditions, and which must be approved by the shareholders, must also be for the benefit of the company.

Any placement of securities that does not fit the above description may be issued at the discretion of the board of directors.

Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders when exercising his or her rights and refrain from abusing his power in the company, including, among other things, voting in the general meeting of shareholders on the following matters:

·any amendment to the articles of association;
·an increase of the company’s authorized share capital;
·a merger; or
·approval of interested party acts and transactions that require general meeting approval as provided in sections 255 and 268 to 275 of the Israeli Companies Law.
Any amendment to the articles of association;

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An increase of the company's authorized share capital;

A merger; or

Approval of interested party acts and transactions that require general meeting approval as provided in Sections 255 and 268 to 275 of the Companies Law.

Furthermore, the Companies Law requires that a shareholder refrain from acting in a discriminatory manner towards other shareholders.

The Companies Law does not describe the substance of the aforementioned duties of shareholders, but provides that laws applicable to a breach of contract, adjusted according to the circumstances shall apply to a breach of such duties. With respect to the obligation to refrain from acting discriminatorily, a shareholder that is discriminated against can petition the court to instruct the company to remove or prevent the discrimination, as well as provide instructions with respect to future actions.
 
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In addition, any controlling shareholder,"controlling shareholder", any shareholder who knows that it possesses power to determine the outcome of a shareholder vote and any shareholder who, pursuant to the provisions of a company's articles of association, has the power to appoint or prevent the appointment of an office holder in the company is under a duty to act with fairness towards the company. The breach of such duty is governed by Israeli contract laws. The Companies Law does not describe the substance of this duty to act with fairness, but provides that laws applicable to a breach of contract, adjusted according to the circumstances, and taking into account the status within the company of such shareholder, shall apply to a breach of such duty.

The Companies Law requires that specified types of transactions, actions and arrangements be approved as provided for in a company’scompany's articles of association and in some circumstances by the audit committee or compensation committee, by the board of directors and by the general meeting of the shareholders.

As stated above,In addition, the Israeli legislature, the Knesset, approved Amendment 16Companies Law includes a code of recommended corporate governance practices, which was added to the Companies Law following the enactment of Amendment 16. In the explanatory notes to Amendment 16, the Knesset noted that an "adopt or disclose non-adoption" regulation would be issued by the ISA with respect to such code. As of the date of this Annual Report, the ISA has issued reporting instructions with respect to this code which came into effect during 2011, Amendment 20 which came into effect at the end of 2012, and Amendment 22 which came into effect at the beginning of 2014 and Amendment 26 which came into effect at the end of 2014. The purposes of these amendmentsare applicable only to the Companies Law were to revise and enhance existing provisions governing corporate governance practices of Israeli companies, to regulate executive pay in Israeli publicly traded companies whose securities are traded solely on the Tel Aviv Stock Exchange and to revise and enhance existing provisions governing approval of executive compensation. The principal provisions set forth in these amendmentswhich report solely to the Companies Law are incorporated into the above discussions of the Company. Additional changesISA.
The ISA is authorized to impose fines on any person or company performing a violation, in connection with a publicly traded company which reports to the Companies Law pursuant to these recently passed amendments include:ISA, and specifically designated as a violation under Amendment 16.
 
·
Code of Corporate Governance. Under the Sixteenth Amendment, a code of recommended corporate governance practices has been attached as an annex to the Companies Law. In the explanatory notes to the legislation, the Knesset noted that an "adopt or disclose non-adoption" regulation would be issued by the Israeli Securities Authority with respect to such code. As of the date of this Annual Report, the Israeli Securities Authority has issued reporting instructions with respect to this code which are applicable only to publicly traded companies whose securities are traded solely on the Tel Aviv Stock Exchange and which report solely to the Israeli Securities Authority.
·
Fines. The Israeli Securities Authority shall be authorized to impose fines on any person or company performing a violation, in connection with a publicly traded company which reports to the Israeli Securities Authority, and specifically designated as a violation under the Sixteenth Amendment.
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Although we expect to be in compliance with the Companies Law, there is no assurance that we will not be required to adjust our current corporate governance practices, as discussed in this annual report, pursuant to the provisions of the Companies Law, and recently passed amendments to the Companies Law.
 
The Israeli Securities Law
The Israeli Securities Law and the Securities Law Amendment

On February 27, 2011, an amendmentincludes provisions relating to the Israeli Securities Law came into effect (the “Securities Law Amendment”),administrative enforcement procedure which appliesare applicable to Israeli public companies, including companies the securities of which are also listed for trading on the NASDAQ Global Market. The main purpose ofMarket, which are designated to enable the Securities Law Amendment is creating an administrative enforcement procedure to be used by the Israeli Securities Authority ("ISA")ISA to enhance the efficacy of enforcement in the securities market in Israel. The new administrative enforcement procedure may be applied to any company or person (including director, officeroffice holder or shareholder of a company) performing any of the actions specifically designated as breaches of law under the Securities Law Amendment.Law.

Furthermore, the Securities Law Amendment requires that the chief executive officer of a company supervise and take all reasonable measures to prevent the company or any of its employees from breaching the Israeli Securities Law.

Under the Securities Law, Amendment, a company cannot obtain insurance against or indemnify a third party (including its officersoffice holders and/or employees) for any administrative procedure and/or monetary fine (other than for certain legal expenses and payments of damages to an injured party). The Securities Law Amendment permits insurance and/or indemnification for expenses related to an administrative procedure, such as reasonable legal fees, provided that it is permitted under the company's articles of association. In January 2012, each of our Audit Committeeaudit committee and Board of Directors approved a new form of Indemnification Agreement with our directors and officersoffice holders serving in such positions from time to time so as to reflect this amendment, subject to approval of our shareholders to the relevant changes required to our Articles of Association.Articles. Our shareholders approved these amendments to the Articles of Association and a revised form of Indemnification Agreement for directors serving in such capacity from time to time, at the Annual General Meeting of the Shareholders held on April 11, 2012. As per Amendment 20, it was decided on July 31, 2013, at the Extraordinary General Meeting of the Shareholders to adopt the Executive Compensation Policy of the Company, which had been recommended by our Compensation Committee and approved by orour Board of Directors. The Policy was re-approved by our shareholders at the Annual General Meeting which took place on June 8, 2016. Our approved Executive Compensation Policy includes the above referenced form of Indemnification Agreement to be entered into by the Company with our directors and officersoffice holders serving in such capacities from time to time.



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We continue to examine the implications of the Securities Law Amendment and toperiodically review all of our internal policies and procedures in order to ensure compliance with all the securities laws to which we are subject; however, its effect and consequences, as well as our scope of exposure, are yet to be entirely determined in practice.subject. There is no assurance that we will not be required to take certain actions in order to enhance our compliance with the provisions of the Securities Law Amendment,securities laws to which we are subject, such as adopting and implementing an internal enforcement plan as well as additional internal policies and procedures in order to reduce our exposure to potential breaches of the Israeli Securities Law.
 

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NASDAQ Listing Rules and Home Country Practices

Below is a concise summary of the significant ways in which our corporate practices, which are in accordance with Israeli law and practice, including the provisions of the Companies Law, differ from the requirements which may be applicable to domestic U.S. listed companies:

·•
Distribution of annual and quarterly reports to shareholders – Under Israeli law we are not required to distribute annual and quarterly reports directly to shareholders and the generally accepted business practice in Israel is not to distribute such reports to shareholders. We do however make our audited financial statements available to our shareholders prior to our annual general meeting and furnish our quarterly and annual financial results with the Securities and Exchange CommissionSEC on Form 6-K.

·•
Independence, Nomination and Compensation of Directors– A majority of our board of directors may not necessarily be comprised of independent directors as defined in NASDAQ Listing Rule 5605(a)(2). Our board of directors contains two external directors in accordance with the provisions of the Companies Law. Israeli law does not require, nor do our external directors conduct, regularly scheduled meetings at which only they are present. In addition, with the exception of our external directors, our directors are elected to our board of directors in accordance with the provisions set forth in our amended and restated Articles of Association, as approved by our shareholders on the Annual General Meeting which took place on June 8, 2016. According to our amended and restated Articles of Association, directors are divided into three groups, Group A, Group B and Group C. Each group is brought for terms of one year or until the followingre-election once every three years, on a rotating basis, such that at each annual meeting, by a general meeting of our shareholders.the shareholders a given group of directors is brought for election, to serve on a continuous basis for a three-year term, until the third annual general meeting following the meeting on which such group was elected for service and until their respective successors are duly elected, at which point their term in office shall expire. At each annual general meeting, the annual general meeting shall be entitled to elect directors to replace the directors whose three-year term in office has expired, and so on ad infinitum, so that each year, the term in office of one group of directors shall expire. The nominations for director which are presented to our shareholders are generally made by our board of directors. One or more shareholders of a company holding at least one percent of the voting power of the company may nominate a currently serving external director for an additional three yearthree-year term. Israeli law does not require the adoption of, and our board has not adopted, a formal written charter or board resolution addressing the nomination process and related matters. Compensation of our directors and other officersoffice holders of the Company is determined in accordance with Israeli law.

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·•
Audit Committee – Our audit committee does not meet with all the requirements of NASDAQ Listing Rule 5605. We are of the opinion that the members of our audit committee comply with the requirements of NASDAQ Listing Rule 5605(c)(3) and Rule 10A-3(b) of the general rules and regulations promulgated under the Securities Act of 1933 and all requirements under Israeli law. Our audit committee has not adopted a formal written audit committee charter specifying the items enumerated in NASDAQ Listing Rule 5605(c)(1).

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·•
Compensation Committee - – We follow the provisions of the Companies Law with respect to matters in connection with the composition and responsibilities of our compensation committee, office holder compensation, and any required approval by the shareholders of such compensation. Israeli law, and our amended and restated articlesArticles of association,Association, do not require that a compensation committee composed solely of independent members of our board of directors determine (or recommend to the board of directors for determination) an executive officer’sofficer's compensation, as required under NASDAQ’sNASDAQ's listing standards related to compensation committee independence and responsibilities; nor do they require that the Company adopt and file a compensation committee charter. Instead, our compensation committee has been established and conducts itself in accordance with provisions governing the composition of and the responsibilities of a compensation committee as set forth in the Companies Law. Furthermore, the compensation of office holders is determined and approved by our compensation committee and our boardBoard of directors,Directors, and in certain circumstances by our shareholders, either in consistency with our previously approved Executive Compensation Policy or, in special circumstances in deviation therefrom, taking into account certain considerations set forth in the Companies Law. The requirements for shareholder approval of any office holder compensation, and the relevant majority or special majority for such approval, are all as set forth in the Companies Law. Thus, we will seek shareholder approval for all corporate actions with respect to office holder compensation requiring such approval under the requirements of the Companies Law, including seeking prior approval of the shareholders for the Executive Compensation Policy and for certain office holder compensation, rather than seeking approval for such corporate actions in accordance with NASDAQ Listing Rules.
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·•
Quorum – Under Israeli law a company is entitled to determine in its articles of association the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. Our Articles of Association provide that a quorum of two or more shareholders, present in person or by proxy, holding shares conferring in the aggregate more than thirty threethirty-three and a third (33 1/3 %) percent of the voting power of the Company is required for commencement of business at a general meeting.

·•
Approval of Related Party Transactions – All related party transactions are approved in accordance with the requirements and procedures for approval of interested party acts and transactions, set forth in sectionsSections 268 to 275 of the Companies Law.

·•
Shareholder Approval – We seek shareholder approval for all corporate action requiring such approval, in accordance with the requirements of the Companies Law.

·•
Equity Compensation Plans - – We do not necessarily seek shareholder approval for the establishment of, and amendments to, stock option or equity compensation plans (as set forth in NASDAQ Listing Rule 5635(c)), as such matters are not subject to shareholder approval under Israeli law. We will attempt to seek shareholder approval for our stock option or equity compensation plans (and the relevant annexes thereto) to the extent required in order to ensure they are tax qualified for our employees in the United States. However, even if such approval is not received, then the stock option or equity compensation plans will continue to be in effect, but the Company will be unable to grant options to its U.S. employees that qualify as Incentive Stock Options for U.S. federal tax purpose. Our stock option or other equity compensation plans are also available to our non-U.S. employees, and provide features necessary to comply with applicable non-U.S. tax laws.

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C.          Material Contracts
 
All of our commercial contracts over the past two years have been entered into in the ordinary course of business, except for some of our real property leases, the Fiberblaze SPA and the ADI APA.business.
 
Fiberblaze Share Purchase Agreement
On December 10, 2014, we entered into the Fiberblaze SPA with Fiberblaze, Fiberblaze Holding APS, a Danish company ("Fiberblaze Holding"), Hilmer APS, a Danish company ("Hilmer"), Jakob Hilmer and Nikolaj Herman (Fiberblaze Holding and Hilmer together, the "Selling Shareholders"). Under the Fiberblaze SPA, we purchased all of the share capital of Fiberblaze and Fiberblaze US LLC, a New York company and wholly owned subsidiary of Fiberblaze,  for consideration of approximately $10,000,000 in cash (of which $3,000,000 was deposited in an escrow account to be distributed in accordance with specific terms or to be released to the Selling Shareholders upon the lapse of 18 months from the date of the Fiberblaze SPA), subject to certain adjustments, as well as additional consideration to be paid upon the attainment of future performance milestones relating to Fiberblaze revenues and achievement of design wins until August 31, 2015 (the "Additional Consideration"). Ninety percent of the Additional Consideration shall be paid, if applicable, in cash (the "Cash Additional Consideration"), and the remaining ten percent shall be paid by way of a grant of stock options of the Company with an exercise price equal to the closing trading price of the Company's ordinary shares on the Nasdaq Stock Market on the date of grant (the "Option-based Additional Consideration"). In April 2016, we have fully paid such Additional Consideration in the total amount of approximately $1,460,000 as set forth above, whereby we have paid approximately $1,300,000 as the Cash Additional Consideration and have granted 6,704 stock options as the Option-based Additional Consideration.

ADI Engineering Asset Purchase Agreement

On September 30, 2015, we, together with one of our wholly owned subsidiaries Silicom Connectivity Solutions, Inc., entered into the ADI APA with ADI, Steve Yates and Patricia Yates. Under the ADI APA, we purchased ADI's assets in consideration for an amount equal to $10,000,000 in cash at closing, as well as additional consideration to be paid upon the attainment of future performance milestones relating to ADI revenues for each of the years 2015, 2016 and 2017, which shall be determined as a percentage of the revenues which are in excess with respect to each relevant milestone (the "Excess Consideration"). In April 2016 we have paid the Excess Consideration for 2015 in the total amount of $3,000,000. For additional information see Note 3A to our consolidated financial statements included elsewhere in this annual report.

Information regarding our real property leases is provided in “Item 4."Item 4.D. – Information on the Company – Property, Plant and Equipment”Equipment" and "Item 19. Exhibits".19 – Exhibits."

For information on the engagement terms of our new President and CEO, see Item 7B “Related Party Transactions.”
D.          Exchange Controls

Under current Israeli laws and regulations, any dividends or other distributions paid in respect of our ordinary shares purchased by nonresidents of Israel with certain non-Israeli currencies (including U.S. dollars)Dollars) and any amounts payable upon the dissolution, liquidation or winding up of our affairs, as well as the proceeds of any sale in Israel of our securities to an Israeli resident, will be freely repatriable in such non-Israeli currencies, provided that Israeli income tax has been paid on (or withheld from) such payments. Because exchange rates between the NIS and the U.S. dollar fluctuate continuously, U.S. shareholders will be subject to any such currency fluctuation during the period from when such dividend is declared through the date payment is made in U.S. dollars.
 
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There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the shares or interest or other payments to non-residents of Israel, except under certain circumstances, for shareholders who are subjects of countries that are, or have been, in a state of war with Israel.
 
E.           Taxation
 
The following is a summary of some of the current tax law applicable to companies in Israel, with special reference to its effect on us. The following also contains a discussion of specified Israeli tax consequences to our shareholders and government programs from which we benefit. To the extent that the discussion is based on tax legislation (including the legislation passed as part of the recent tax reform in Israel) that has not been subject to judicial or administrative interpretation, there can be no assurance that the views expressed in the discussion will be accepted by the tax authorities in question.or courts. 
 
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.

Holders of our ordinary shares should consult their own tax advisors as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of our ordinary shares, or receipt of any dividend distributions made to our shareholders, including, in particular, the effect of any foreign, state or local taxes, including pursuant to the Tax Act (as defined below), and of any taxes withheld at source by the Company.

General Corporate Tax

As of 2016, Israeli companies are subject to corporate tax at the rate of 25%. as of 2016, 24% as of 2017, and 23% as from 2018. However, the effective tax rate payable by a company which derives income from a Benefited Enterprise"Benefited Enterprise", or from a "Preferred Enterprise" or from "Preferred Technological Enterprise" (as further discussed below) may be considerably less.
 
In 2006, transfer pricing regulationsIncome Tax Regulations (Market Value Determination), 5676-2006 came into force, following the introduction of Section 85A of the Israeli Income Tax Ordinance (New Version), 5721- 1961,5721-1961, referred to herein as the Israeli Tax Ordinance, under Amendment 132. TheIn principal, the transfer pricing rules require that cross-border transactions between related parties be carried out implementing an arms’arms' length principle and reported and taxed accordingly.
 
In 2008, the Knesset passed an amendment toIncome Tax Law (Inflationary Adjustments), (20th Amendment) 5768-2008 (the “Amendment”)  was enacted, amending the provisions of the Income Tax Law (Inflationary Adjustments), 1985, which limits 5745-1985. The Amendment’s provisions limit the scope of the law starting in 2008 and thereafter. Starting in 2008, the revenues for tax purposes are measured in nominal values, excluding certain adjustments for changes in the consumer price indexIsraeli Consumer Price Index carried out in the period up to December 31, 2007. The amended law includes, among other provisions, the elimination of the inflationary additions and deductions and the additional deduction for depreciation for the period starting in 2008.
 
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Law for the
The Encouragement of Capital Investments 1959Law, 5719-1959 (the "Investment Law")

Certain of our facilities have been granted “Benefited Enterprise” status under the Law for the Encouragement of Capital Investments, 1959, as amended (the “Investment Law”). The Investment Law provides that a capital investment in eligible facilities may, upon application to the Israel Investment Center of the Ministry of  Industry and Trade of the State of Israel (referred to as the Investment Center), be designated as a Benefited Enterprise. Each certificate of approval for a Benefited Enterprise relates to a specific investment program delineated both by its financial scope, including its capital sources and its physical characteristics, for example, the equipment to be purchased and utilized pursuant to the program. The tax benefits derived from any such certificate of approval relate only to taxable income attributable to the specific Benefited Enterprise.

An amendmentPursuant to the Investment Law, which came into effecta "Preferred Enterprise" is entitled to a reduced corporate flat tax rate of 16% with respect to income that qualifies as of April 1, 2005 (the "First Amendment”) has significantly changed the provisions of the Investment Law. The First Amendment determined criteria for the approval of a facility“Preferred Income” as a Benefited Enterprise, such as provisions generally requiring that at least 25% of the income of a Benefited Enterprise will be derived from exports. Additionally, as explained below, the First Amendment sets forth major changesdefined in the manner in which tax benefits were awarded under the Investment Law, whereby companies would no longer require Investment Center approval (and Benefited Enterprise status)unless the "Preferred Enterprise" is located in ordera certain development zone, in which case the tax rate will be 7.5%. Such corporate tax rates are 12% and 7.5% with respect to qualify for tax benefits. However,Preferred Technological Income. Income derived by a "Special Preferred Enterprise" (as such term is defined in the Investment Law provides that terms andLaw) are entitled, during a benefits included in any certificate of approval already granted will remain subject to the provisions of the Investment Law as in effect on the date of such approval. Therefore the tax benefits granted to our Benefited Enterprises under the Investment Law will generally not be subject to the provisions of the First Amendment. Many of the requirements under the Investment Law following the First Amendment were amended again in a second amendment to the Investment Law (the “Second Amendment”), as will be described below.

Tax Benefits Prior to the First Amendment

In general, taxable income of a company derived from a Benefited Enterprise was subject to tax exemption and/or reduced corporate tax (this will also apply to Benefited Enterprises approved after the First Amendment, as explained below). The reduced corporate tax rate applies for a period of time termed the “benefit period”. The benefit period was a period of seven10 years, commencing with the year in which the Benefited Enterprise first generates taxable income. In any event, the benefit period was limited to 12 years from the commencement of production or operation, or 14 years from the year in which the approval was received, whichever is earlier. Under certain circumstances (as further detailed below), the benefit period may have been extended to a maximum of ten years from the commencement of the benefit period. In the event that a company was operating under more than one approval or that only part of its capital investments were approved (a “Mixed Enterprise”), its effective corporate tax rate was the result of a weighted combination of the various applicable rates.
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Prior to the First Amendment, a company owning a Benefited Enterprise approved after April 1, 1986 (or prior thereto provided no government grants or loans had previously been granted regarding such enterprise) was entitled to elect (as we have) to forego certain Government grants extended to Benefited Enterprises in return for an “alternative route” of tax benefits (the “Alternative Route”). Under the Alternative Route, a company’s undistributed income derived from a Benefited Enterprise was exempt from corporate tax for a period of between two and ten years from the first year of taxable income, depending on the geographic location of the Benefited Enterprise within Israel, and such company was eligible for the reduced tax rates under the Investment Law for the remainder of the benefit period as mentioned above.

Our production facilities have been granted “Benefited Enterprise” status under the Alternative Route according8%, or to the Investment Law. The initial Benefited Enterprise status was granted in 1988 (“Initial Benefited Enterprise”). An extension program was granted Benefited Enterprise status in 1995 (the “Extended Benefited Enterprise”). Income derived from our Benefited Enterprises is tax exempt during six years of the seven year tax benefit period and is subject to a reduced tax rate of 25% in the seventh year. The seven year period of benefits commences in the year the Benefited Enterprise first earns taxable income but is limited to twelve years from commencement of production or fourteen years from date of approval, whichever is earlier. The period of tax benefits, relating to our Initial Benefited Enterprise, commenced in 1991 and expired in 1997. The period of tax benefits relating to our Extended Benefited Enterprise commenced in 1997 and expired in 2006, as explained below.

In June 1995, we reached an agreement with the tax authorities regarding our entitlement to benefits under the Investment Law. The agreement, effective from tax year 1994 and thereafter, relates to the method of determination of taxable income from our research and development activities. Pursuant to the agreement, for the purpose of determining our tax liability, our income will be allocated to our manufacturing plant and to our research and development center, according to a formula based on the net costs plus royalties of the research and development center and our profitability. Income allocated to the expansion of the manufacturing plant will benefit from a ten-year tax exemption, while income allocated to the research and development center will benefit from a two-year exemption, and for a five-year period immediately following will be taxed at a 25% rate. 

Our income to be attributed to our Extended Benefited Enterprise in any year will be computed as a ratio of the increase in our sales turnover, if any, in that year to our turnover in the year before the Extended Benefited Enterprise commenced its tax benefits entitlement. The tax authorities have reserved their right to reconsider our claim to such tax benefits in future years.
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The entitlement to the above benefits is conditional upon our fulfillment of the conditions stipulated by the law, regulations published thereunder and the instruments of approval for the specific investments in the Benefited Enterprise. In the event of failure to comply with these conditions, the benefits may be canceled and we may be required to refund the amount of the benefits, in whole or in part, with the addition of linkage differences, interest and penalties. Should we derive income from sources other than the Benefited Enterprise during the relevant periods of benefits, such income will be taxable at regular corporate tax rates stated above.

A company that elected the Alternative Route prior to the First Amendment and that subsequently paid a dividend out of tax exempted income derived from the Benefited Enterprise(s) will be subject to Company Tax in the year the dividend is distributed in respect of the amount distributed (including the corporate tax thereon), at the rate that would have been applicable had the company not elected the Alternative Route (25%). In addition, the dividend recipient is taxed at the rate applicable to dividends from Benefited Enterprises (20%),5% if the dividend"Special Preferred Enterprise" is distributed during the tax exemption period or withinlocated in a specified period thereafter (in the event, however, that the company qualified as a Foreign Investors' Company, there was no such time limitation).

Subject to certain provisions concerning income subject to the Alternative Route, all dividends are considered to be attributable to the entire enterprise and the effective tax rate is the result of a weighted combination of the various applicable tax rates.development zone. Under the Investment Law, a company that has elected the alternative package of benefits was not required to distribute exempt retained profits, and may generally decide from which year’s profits to declare dividends.
The Investment Law also provided that a Benefited Enterprise was entitled to accelerated depreciation on its property and equipment that were included in an approved investment program. We have not utilized this benefit.

Grants and certain other incentives received by a company in accordance with the Investment Law remained subject to final ratification by the Israel Investment Center and final determination by the Israel Tax Authority. Such ratification and determination were conditional upon fulfillment of allmost of the terms of the approved program.

Tax Benefits under the First Amendment

As a result of the First Amendment, a company was no longer requiredtax incentives offered are not dependent on minimum qualified investments or on foreign ownership. Companies may be able to acquire Benefited Enterprise status in order to receive the tax benefits previously available under the Alternative Route and therefore such companies did not need to apply to the Investment Center for this purpose. However, the Investment Center continued granting Benefited Enterprise status to companies seeking Governmental grants. A company could have claimed the tax benefits offered by the Investment Law directly in its tax returns, provided that its facilities meet the criteria for tax benefits set forth in the First Amendment (a “Benefited Enterprise”). Companies were also entitled to approach the Israeli Tax Authority for a pre-ruling regarding their eligibility for benefits under the First Amendment. The First Amendment included provisions intended to ensure that a company will not enjoy both government grants and tax benefits for the same investment program.concurrently.
 
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Tax benefits were available under the First Amendment to production facilities and other eligible facilities, which were generally required to derive more than 25% of their business income from exports. In order to receive the tax benefits, the First Amendment stated that the company must make an investment in the Benefited Enterprise exceeding a minimum amount specified in the Investment Law. Such investment could have been made over a period of no more than three years, such period concluding at the end of the year in which the company requested to have the tax benefits apply to its Benefited Enterprise (the “Year of Election”). Where the company requested to have the tax benefits apply to an expansion of existing facilities, only the expansion was considered a Benefited Enterprise and the company’s effective tax rate was the result of a weighted combination of the applicable rates. In the case of an expansion of existing facilities, the minimum investment required in order to qualify as a Benefited Enterprise was determined as a certain percentage of the company’s production assets before the expansion and in any case was not less than NIS 300,000.

The tax benefits which were available under the First Amendment to qualifying income of a Benefited Enterprise were determined by the geographic location of the Benefited Enterprise in Israel. The Investment Law divides the country into three zones – A, B and C, so that a Benefited Enterprise operating in Zone A (which generally includes areas remote from the center of Israel) received the greatest benefits and Benefited Enterprises in Zone C received the least benefits.
The First Amendment provided that a company producing income from a Benefited Enterprise in Zone A could have elected either that (i) the undistributed income derived from the Benefited Enterprise will be fully tax exempt for the entire benefit period described below (“tax exemption”), in which case the ordinary provisions described below concerning the taxation of the company and shareholder for distribution of dividends will apply; or (ii) that the income from its Benefited Enterprise will be subject to corporate tax at a rate of a 11.5%, in which case dividends paid out of such income to a foreign resident will be taxed at a rate of 4% and to an Israeli resident will be taxed at a rate of 20%, and the company will not be subject to additional tax upon dividend distribution. Further benefits were available in the event of certain large investments by multinational companies. Benefited Enterprises located in Zones B and C was exempt from tax for six and two years, respectively, and subject to tax at a rate of 10%-25% for the remainder of the benefit period, depending on the extent of foreign investment in the Company, as described above.

Dividends paid out of income derived by a Benefited Enterprise, or out of dividends received from a company whose income was derived from a Benefited Enterprise, were generally subject to withholding tax at the rate of 15% (or 20% if the Year of Election is 2014 onwards) or less under certain anti double-taxation treaties, such tax being deductible at source. The reduced withholding tax rate of 20% was limited to dividends and distributions out of income derived during the benefit period and actually paid at any time up to 12 years thereafter. A company qualified for tax benefits under the First Amendment which paid a dividend out of income derived by its Benefited Enterprise during the tax exemption period will be subject to corporate tax in respect of the gross amount of the dividend. The rate of the tax was the rate which would have been applicable had the company not been tax exempt. Such tax rate was lower in the case of a qualified “Foreign Investors’ Company”.
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The period for which tax benefits were available under the First Amendment was also determined by the geographical location of the Benefited Enterprise in Israel. The benefit period for Benefited Enterprises in Zone A ended on the earlier of (i) a period of ten years from the tax year in which the company first derived taxable income from the Benefited Enterprise (the “Commencement Year”); or (ii) twelve years (or in certain cases fourteen years) from the first day of the Year of Election. The benefit period for Benefited Enterprises in Zones B and C was extended until the earlier of (i) seven years from the Commencement Year or (ii) 12 years from the first day of the Year of Election. This period could have been extended for Benefited Enterprises owned by a “Foreign Investors’ Company” during all or part of the benefit period.

Additionally, the First Amendment sets forth a minimal amount of foreign investment required for a company to be regarded a Foreign Investors’ Company.

We have selected the 2004 tax year, the 2006 tax year, the 2009 tax year and the 2012 tax year to be our Year of Election, from which the period of benefits under the Investment Law commenced.
There can be no assurance that we will attain approval for additional tax benefits under the Amendment, or receive approval for Benefited Enterprises in the future.

The Second Amendment to the Investment Law

The Israeli legislature, the Knesset, approved significant changes to the Investment Law, which revamped the tax incentive regime in Israel and which became effective as of January 6, 2011. The main changes enacted under the Second Amendment are, inter alia, as follows:
·Replacement of all future tax incentives under the existing law as amended by the First Amendment; as a result, commencing 2011, industrial companies that meet the conditions set out by the Second Amendment will no longer be entitled to the existing tax incentives provided under the First Amendment, such as the exemption from tax on undistributed profits and a reduced tax rate thereafter, but rather to the tax incentives under the Second Amendment.
·Under the transition provisions, any tax benefits obtained prior to 2011 shall continue to apply until expired, unless the company elects to apply the provisions of the Second Amendment to its income.
·Pursuant to the second Amendment, a Preferred Enterprise is entitled to a reduced corporate flat tax rate of 15% with respect to its preferred income derived by its Preferred Enterprise in 2011-2012, unless the Preferred Enterprise is located in a certain development zone, in which case the rate will be 10%. Such corporate tax rates are 12.5% and 7% with respect to 2013 and 16% and 9% with respect to 2014 and thereafter. Income derived by a Preferred Company from a ‘Special Preferred Enterprise’ (as such term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or to 5% if the Special Preferred Enterprise is located in a certain development zone. Under the Second Amendment, the tax incentives offered by the Investment Law are no longer dependant neither on minimum qualified investments nor on foreign ownership.
·Companies will be able to enjoy both government grants and tax benefits concurrently. Governmental grants will not necessarily be dependent on the extent of enterprise’s investment in assets and/or equipment. Commencing 2011, the approval of “Preferred Enterprise” status by either the Israeli Tax Authorities or the Investment Center will be accepted by the other. Therefore a Preferred Enterprise will be eligible to receive both tax incentives and government grants, under certain conditions.
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“Preferred Income” is defined as income from the sale of products of the "Preferred Enterprise (including components that were produced by other enterprises); income from the sale of semiconductors by other non related enterprises which use the Preferred Enterprise’s self-developed know-how; income for providing a right to use the Preferred Enterprise’s know-how or software; royalties from the use of the know-how or software which was confirmed by the Head of The Investment Center to be related to the production activity of the Preferred Enterprise and services with respect to the aforementioned sales. In addition, the definition of “Preferred Income” also includes income from the provision of industrial R&D services to foreign residents to the extent that the services were approved by the Head of Research for the Industrial Development and Administration.

A “Preferred Enterprise”" is defined as an Industrial Enterprise (including, inter alia, an enterprise which develops software, an enterprise which provides approved R&D services to foreign residents and an enterprise which the Chief ScientistIIA confirmed is carrying out R&D in the field of alternative energy), which inter-alia, generally more than 25% of its business income is generated from export to market consisting more than 14 million residents. As mentioned above, the new tax incentives no longer depend on minimum qualified investments nor on foreign ownership.

Chapter B2 of the Investment Law determines the conditions and limitations applying to the tax benefits offered to a “Special"Special Preferred Enterprise”.Enterprise." Chapter B2 determines that a “Special"Special Preferred Enterprise” will be ableEnterprise" is entitled to enjoybenefited corporate income tax rate in a raterate: of 5% if located in a preferred zone and 8% if not located in a preferred zone.not.

A “Special"Special Preferred Enterprise”Enterprise" is defined following the Second Amendment as a Preferred Enterprise"Preferred Enterprise" which meets oneall of the following conditions: (a) its Preferred Income is equal to or exceeds NIS 1.51 billion; (b) the total income of the company which owns the Preferred Enterprise"Preferred Enterprise" or which operates in the same field of the Preferred Enterprise"Preferred Enterprise" and which consolidates in its financial reports the company that owns the Preferred Enterprise"Preferred Enterprise" equals or exceeds NIS 2010 billion; and (c) its business plan was approved by the authorities as significantly benefitting the Israeli economy, either by an investment of at least NIS 400 - 800 million in assets; Annual growth of 100 - 150 million NIS in R&D (or half of this amount if the average annual R&D is above NIS 500 million) compared to the average R&D in the three tax years prior to the year of approval; or the employment of at least 250 to 500 new employees, for preferred zones and regular zones, respectively.
 
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Dividends paid out of income attributed to a Preferred Enterprise"Preferred Enterprise" are generally subject to withholding tax at source at a rate of 15% (20% as of20% (15% until 2014) or such lower rate as may be provided in an applicable tax treaty, subject to the submission and approval of a request submitted on behalf of the recipient of such dividends to the Israel Tax Authority. However, if such dividends are paid to an Israeli company no tax will be withheld. Such an exemption may apply under the transition rules also to dividends distributed to an Israeli company by an Israeli company which owns a Benefited Enterprise or a Benefited Enterprise and which elected to convert to the new law until  June 30, 2015 (in respect to their existing programs).

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The Company elected in 2014 to apply the provisions of the Second Amendment tobe taxed as a "Preferred Enterprise" under the Investment Law, to its income commencing with the 2014 fiscal year. Thus, as of the 2014 fiscal year, we will no longer be entitled to the existing tax incentives provided under the First Amendment, such as the exemption from tax on undistributed profits and a reduced tax rate thereafter, but rather to the tax incentives under the Second Amendment.

There can be no assurance that we will comply with the conditions of the Investment Law in the future or that we will be entitled to any additional benefits under the amended Investment Law under the First Amendment and/or the Second Amendment and whether the influence of theany changes to the Investment Law will be beneficial to the Company or not.

On January 6, 2011 the Israeli Parliament (the "Knesset") enacted the Economic Policy Law for 2011 and 2012 (legislative amendments), 2011 in which the Investment Law was also amended (the “2011 Amendment”). The 2011 Amendment introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Investment Law) as of January 1, 2011. 
The definition of a “Preferred Company” includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, a “Preferred Enterprise” and is controlled and managed from Israel. Pursuant to the 2011 Amendment, beginning in 2014 and in each year thereafter until 2016, a Preferred Company may only be entitled to a reduced corporate tax rate of 16% with respect to its preferred income derived by its Preferred Enterprise, unless the Preferred Enterprise is located in a specified development zone, in which case the rate will be 9%.
On December 29, 2016 the Knesset enacted the "Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018) – 2016" in which the Investment Law was amended again (hereinafter: “the 2017 Amendment”). The 2017 Amendment added new tax benefit tracks for a “preferred technological enterprise” and a “special preferred technological enterprise” which award reduced tax rates to a technological industrial enterprise for the purpose of encouraging activity relating to the development of qualifying intangible assets. In addition, the corporate tax rate for Preferred Enterprise which is located in a specified development zone will be 7.5%.
The benefits will be awarded to a “preferred company” that has a “preferred technological enterprise” or a “special preferred technological enterprise” with respect to taxable “preferred technological income” per its definition in the Investment Law.
Preferred technological income that meets the conditions required in the law, will be subject to a reduced corporate tax rate of 12%, and if the preferred technological enterprise is located in "Development Area A" in Israel - to a reduced tax rate of 7.5%. A company that owns a special preferred technological enterprise will be subject to a reduced corporate tax rate of 6% regardless of the development area in which the enterprise is located. The 2017 Amendment is effective as from January 1, 2017.
Income derived by a Preferred Company from a “Special Preferred Enterprise” (as such term is defined in the Investment Law) would be entitled, during a benefit period of ten years, to further reduced tax rates of 8%, or 5% if the Special Preferred Enterprise is located in a certain development zone. 
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On June 14, 2017 the Knesset Finance Committee approved "Encouragement of Capital Investment Regulations (Preferred Technological Income and Capital Gain of Technological Enterprise) – 2017" (hereinafter: “the Regulations”), which provides rules for applying the “preferred technological enterprise” and “special preferred technological enterprise” tax benefit tracks, including the Nexus formula that provides the mechanism for allocating the technological income eligible for the benefits.
Should the Company derive income from sources other than the “preferred technological enterprise”, such income will be taxable at the "Preferred Company" tax rate (for manufacturing activity in Israel) or regular corporate tax rates for the applicable year.
On November 15, 2021, the Knesset Finance approved Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2021 and 2022) – 2021 (“the 2021 Amendment”). The 2021 Amendment stipulated rules with respect to “Accumulated income” which was generated by a company until December 31, 2020.
“Accumulated Income” is defined as an income including capitalized income that was exempt from corporation tax on the year in which it was generated, according to the Investment Law provisions, and the company did not pay any corporation tax except for tax payments made regarding a distribution made to a subsidiary or which was attributed to the subsidiary directly or indirectly.
The tax rate that will be imposed on the Selected Accumulated Income shall be at the corporation tax rate which would have applied to that income under section 47 provisions, in the year it was generated, multiplied by the tax coefficient (according to the definition of this term under the Investment Law provisions), and not less than 6%. The company shall pay the tax within 30 days and will not be able to regret it. The rest of the Accumulated Income which is not the Selected Accumulated Income will be taxed according to the provisions of the Investment Law.
The company shall be entitled to pay tax regarding its Accumulated Income, in whole or in part, in accordance with its choice by written notice to the ITA (“Selected Accumulated Income” and “Selection Date” respectively). After paying the corporate tax, the Investment Law provisions stipulate that the company shall invest in its Industrial Enterprise, during the 5 years starting on the Selection Date for at least one of the following: (1) purchase of productive assets according to the definition of this term and excluding buildings; (2) investment in research and development in Israel; or (3) payment of salaries to new employees in the company compared to the employees employed by the company at the end of the tax year 2020, and excluding salaries to company’s officers (as defined under the Investment Law). The investment amount will be calculated according to the Investment Law Provisions. Subject to additional conditions stipulated by the Investment Law provisions, the company will be able to distribute Its Selected Accumulated income as a dividend, after withholding 15% tax from the distributed amount. The 2021 Amendment is effective as from January 1, 2022.
As a result of the aforesaid legislation, starting 2021 the Company has implemented the “preferred technological enterprise” tax benefit track.
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Law for the Encouragement of Industrial Research, Development and Development, 1984Technological Innovation in Industry, 5744-1984 (the “R&D Law”)

Under the terms of the pre-R&D Amendment regime, research and development programs
Programs approved by the Research Committee (the “Research Committee”) of the OCS wereIIA are eligible for grants or loans if they metmeet certain criteria, generally in return for the payment of royalties from the sale of the product or services developed in accordance with the program and subject to other restrictions. Once a project wasis approved, the OCS wouldIIA award grants generally of up to 50% of the project’sproject's expenditures in return for royalties, usually at the rate of 3% to 5% of sales of products developed with such grants. For projects approved after January 1, 1999, the amount of royalties payable is up to a dollar-linked amount equal to 100% of such grants plus interest at LIBOR.LIBOR or other applicable interest rate.

The terms of these grants prohibited the manufacture outside of Israel of the product developed in accordance with the program without the prior consent of the Research Committee of the OCS.IIA. Such approval, if granted, was generally subject to an increase in royalty rates, as well as in the total amount to be repaid to the OCSIIA to between 120% and 300% of the amount granted, depending on the extent of the manufacturing to be conducted outside of Israel.
 
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The R&D Law as in effect prior to the R&D Amendment, also providedprovides that know-how from the research and development, which is used to develop or produce the product, may not be transferred to Israeli third parties without the approval of the Research Committee. Until 2005, the Research Law stated that such know-how may not be transferred to non-Israeli third parties at all. An amendment to the Research Law set forth certain exceptions to this rule; however, the practical implications of such exceptions were quite limited. The R&D Law as in effect prior to the R&D Amendment, stressedstresses that it is not just transfer of know-how that is prohibited, but also transfer of any rights in such know-how. Such restriction diddoes not apply to exports from Israel of final products developed with such technologies. It wasis possible to receive approval of the transfer only if the transferee undertookundertakes to abide by all of the provisions of the R&D Law and regulations promulgated thereunder, including the restrictions on the transfer of know-how and the obligation to pay royalties. Generally, royalty payments by the transferor are required in connection with the transfer to an Israeli third party. There could beis no assurance that such consent, if requested, would be granted or, if granted, that such consent would be on reasonable commercial terms.

On July 29, 2015, the Israeli Parliament, the Knesset, enactedgranted. For additional information regarding the R&D Amendment, designated to provideLaw, see "Item 4.B. – Information on the ability to respond quickly toCompany – Business Overview – Governmental Regulation Affecting the challenges of a changing world, after reaching the conclusion that the pre-R&D Amendment regime was found to not to have the required flexibility in today's rapidly changing world. Pursuant to the R&D Amendment, the OCS shall be replaced with the newly established National Authority for Technological Innovation (the Company."Authority"), which will be comprised of a Council body, the Chief Scientist, the Director General and a member of the Research Committee. According to the R&D Amendment, the Council will have broad discretion regarding material matters, including with respect to the new funding programs ("Tracks"), will be required to determine certain characteristics (which are mainly technical but also include the type of Benefit ("Benefit", as defined under the R&D Amendment, includes grants, loans, exemptions, discounts, guarantees and additional means of assistance, but with the exclusion of purchase of shares),  to be granted as well as its scope, conditions for receipt of approval for the Benefit and the identity of the party which is permitted to perform the approved activities, and may determine additional matters, including delay in payment of the Benefit and requests for provision of guarantees for its receipt, payment of an advance by the Authority, what know-how will be developed and requirements regarding its full or partial ownership, provisions regarding transfer, disclosure or exposure of know-how to third parties in Israel and abroad (including payment or non-payment for the same, as well as ceilings for such payments), requirements with respect to manufacture in Israel and transfer of manufacture abroad (including payment for such transfer), performance of innovative activities for the benefit of third parties, etc. In addition, while the pre-R&D Amendment regime provided base-line default terms and conditions with respect to the core issues relevant for OCS grant recipients, as provided above, these default provisions have been largely rescinded by the R&D Amendment. Many of these matters will now be decided separately for each Track by the Council, based on certain guidelines stipulated in the R&D Amendment. Such guidelines provide, for example, that considerable preference should be given to having ownership of OCS-funded know-how and rights vest with the Benefit recipient and/or with an Israeli company, with transfer of know-how and related rights abroad to be permitted only in exceptional circumstances. In addition, the R&D Amendment determines that the transfer of manufacturing rights abroad, whether under a license or otherwise, shall only be allowed in special circumstances. Nonetheless, these matters are merely guidelines, and the essential matters will be determined by the Council in its discretion. While the R&D Amendment is designated to provide flexibility in the rapidly changing business environment, leaving the above essential matters to the Council's discretion currently causes much ambiguity as to the implementation of the R&D Amendment. In addition, it should be noted that the R&D Amendment will come into force on January 1, 2016, after which it seems that the p pre-R&D Amendment regulations which determined material matters such as royalty rates, changes to royalty rates upon transfer of manufacturing rights abroad etc. will be rescinded, thus adding to the current uncertainty created by the R&D Amendment.
 
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Tax Benefits for Research and Development

Israeli tax law allows, under certain conditions, a tax deduction in the year incurred for expenditures (including capital expenditures) in scientific research and development projects, if the expenditures are approved by the relevant Israeli Government Ministry (determined by the field of research) and the research and development is for the promotion of the enterprise and is carried out by or on behalf of the company seeking such deduction. Such expenditures not so approved are required to be deducted over a three-year period. Though we received such approvals for the years 2006, 2007 and 2008 and could deduct the expenditures in the year the expenditures were incurred, we chose to deduct the expenditures over a three-year period. We also received such approvals for the years 2009, 2010, 2011 and 2012 and deducted such expenditures in the year the expenditures were incurred.

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Law for the Encouragement of Industry (Taxes), 19695729-1969

Under the Law for the Encouragement of Industry (Taxes), 19695729-1969 (the “Industry"Industry Encouragement Law”Law"), Industrial Companies (as defined below) are entitled to the following tax benefits:
 
(a)
Amortization of expenses incurred in connection with certain public securities issuances over a three-year period; and
(a)              Amortization of purchases of know-how and patents over eight years for tax purposes.
(b)
Accelerated depreciation rates on know-how, patents and/or right to use a patent or certain other intangible property rights.

(b)              Amortization of expenses incurred in connection with certain public securities issuances over a three-year period.

(c)              Accelerated depreciation rates on equipment and buildings.

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”"Industrial Company" is defined as a company which is an Israeli resident and incorporated in Israel, at least 90% of the income of which, in any tax year, determined in Israeli currency, exclusive of income from government loans, capital gains, dividends, interest and linkage differences, is derived from an “Industrial Enterprise”"Industrial Enterprise" owned by it.it and located in Israel or in the “Area” as defined in the Israeli Tax Ordinance. An “Industrial Enterprise”"Industrial Enterprise" is defined as an enterprise whose major activity in a given tax year is industrial production activity.
 
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We believe that we currently qualify as an Industrial Company"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"Industrial Company" or that the benefits described above will be available in the future.

Calculation of Results for Tax Purposes

The Israeli Income Tax Regulations (Rules for Maintaining Accounting Records of Foreign Investors’Investors' Companies and Certain Partnerships and Determining Their Taxable Income) -, 1986, provide that as a Foreign Investors’ Company"Foreign Investors' Company" (as defined in the Investment Law described above) is eligible to calculate its taxable income in accordance with these regulations, and therefore, if we elect to follow such regulations, our taxable income or loss is to be calculated in dollars.US Dollars. We have elected to apply these regulations and accordingly our taxable income or loss is calculated in dollarsUS Dollars in the manner set forth in such regulations.
 
Taxation of our Shareholders

Capital Gains Taxes Applicable to Israeli Resident Shareholders. Until the end of the year 2002 and provided we maintained our status asShareholders.
In general, an industrial corporation, capital gains from the sale of our securities were generally exempt from Israeli Capital Gains Tax. This exemption did not apply to a shareholder whose taxable income is determined pursuant to the Israeli Income Tax Law (Inflationary Adjustments) 1985, or to a person whose gains from selling or otherwise disposing of our securities were deemed to be business income.

On January 1, 2003 an amendment to the Israeli tax regime became effective. This was followed by new amendments made to the Israeli Income Tax Ordinance which were enacted in 2011 which have an effect for income derived as of 2012.

An individual is subject to a 25% tax rate on real capital gains derived from the sale of shares, as long as the individual is not a "substantial shareholder" in the company issuing the shares. A “substantial shareholder”"substantial shareholder" is generally a person who alone, or together with his relative or another person who collaborates with him on a permanent basis, holds, directly or indirectly, at least 10% of any of the “Means"Means of control”control" of the corporation. “Means"Means of control”control" generally include the right to vote at the company’s general meeting or equivalent, receive profits, nominate a director, general manager or an officer,office holder, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, and all regardless of the source of such right.

A substantial shareholder"substantial shareholder" will be subject to a withholding tax at a rate of 30% in respect of real capital gains derived from the sale of shares issued by a company in which he or she is a substantial"substantial shareholder." The determination of whether the individual is a substantial shareholder"substantial shareholder" will be made on the date on which the securities are sold. In addition, the individual will be deemed to be a substantial shareholder"substantial shareholder" if at any time during the 12 months preceding the date of sale, he or she was a substantial"substantial shareholder."
 
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Capital Gains Taxes Applicable to Non-Israeli Resident Shareholders.
Shareholders that are not Israeli residents are generally exempt from Israeli capital gains tax on any gains derived from the sale, exchange or disposition of our shares, provided that such shareholders didshare is not acquire their shares prior to our initial public offeringtraded on the TASE on the day of the sale and such gains were not derived from a permanent establishment or business activity of such shareholders in Israel. However, non-Israeli corporations will not be entitled to the foregoing exemptions if an Israeli resident(s) (i) have a controlling interest of more than 25% or more in such non-Israeli corporationcorporation; or (ii) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.
 
In addition, under the U.S.-Israel IncomeConvention Between the Government Of The United States Of America And The Government Of Israel With Respect To Taxes On Income(the “U.S.-Israel Tax Treaty, 1995, or the U.S.-Israel Tax Treaty,Treaty”), the sale, exchange or disposition of our shares by a shareholder who is a U.S. resident (for purposes of the U.S.-Israel Tax Treaty) holding the shares as a capital asset is exempt from Israeli capital gains tax unless either (i) the shareholder holds, directly or indirectly, shares representing 10% or more of our voting capital during any part of the 12-month period preceding such sale, exchange or dispositiondisposition; or (ii) the capital gains arising from such sale are attributable to a permanent establishment of the shareholder located in Israel; or (iii) the shareholder, being an individual, was present in Israel for a period of time or several periods of time, which aggregate to a total of 183 days or more, during a single taxable year. In either case, the sale, exchange, or disposition of the shares would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Tax Treaty, the U.S. resident would be permitted to claim a credit for the tax against the U.S. federal income tax imposed with respect to the 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.
 
Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding of tax at source at the time of sale.
 
Taxation of Israeli Shareholders on Receipt of Dividends.
 
Residents of Israel who are individuals are generally subject to Israeli income tax on the receipt of dividends paid on our shares at the rate of 25%, which tax will be withheld at the source. With respect to a person who is a substantial shareholder"substantial shareholder" at the time of receiving the dividend or on any date within the 12 months preceding such date, the applicable tax rate is 30%.
 
Israeli resident corporations are generally exempt from Israeli tax for dividends paid on our shares.
In case of dividends paid out of the profits of a Preferred Enterprise,"Preferred Enterprise" or "Preferred Technological Enterprise", the applicable tax rate is 20% for an individual and 0% for aan Israeli corporation.
 
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Taxation of Non-Israeli Shareholders on Receipt of Dividends.
 
Non-residents of Israel are generally subject to Israeli income tax on the receipt of dividends paid on our shares at the rate of 25% or 30%, if such person (including a non-Israeli corporation) is a substantial shareholder"substantial shareholder" at the time of recipient of the dividend or on any date in the 12 months preceding such date, which tax will be withheld at the source, unless a different rate is provided in a tax treaty between Israel and the shareholder’sshareholder's country of residence. Under the U.S.-Israel Tax Treaty, the maximum rate of tax withheld in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident (for purposes of the U.S.-Israel Tax Treaty) is 25% or 15% for a US corporation in the case of dividends paid out of the profits of an Approved Enterprise"Approved Enterprise" (as such term is defined in the Investment Law), subject to certain conditions. However, generally, the maximum rate of withholding tax on dividends that are paid to a U.S. corporation holding 10% or more of our outstanding voting capital throughout the tax year in which the dividend is distributed as well as the previous tax year and the dividend is not paid from the profits of an Approved Enterprise,"Approved Enterprise", the Israeli tax withheld may not exceed 12.5%, subject to certain conditions. A non-resident of Israel who receives dividends from which tax was withheld is generally exempt from the duty to file returns in Israel in respect of such income, provided such income was not derived from a business conducted in Israel by the taxpayer, and the taxpayer has no other taxable sources of income in Israel.
 
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In case of dividends paid out of the profits of a Preferred Enterprise,"Preferred Enterprise" or "Preferred Technological Enterprise", the applicable tax rate is 20%. for individuals and 15% for US corporations holding 10% or more of our outstanding voting capital throughout the tax year in which the dividend is distributed as well as the previous tax year, subject to certain conditions.

Residents of the United States will generally have taxes in Israel withheld at source.
 
Excess Tax.
 
110Individuals who are subject to tax in Israel are also subject to an additional tax at a rate of 3% on annual income exceeding NIS 721,560 (for 2024), including, but not limited to, dividends, interest and capital gains.
 

With regards to the distribution of dividends on April 17, 2013, April 17, 2014, April 21, 2015 and April 14, 2016, we provided the following data regarding the calculation of the rate of tax being withheld at source:

Source % of Dividend  Individual Tax %  Corporations Tax %  Foreign Resident Tax % 
  
Dividend Distributed on April 17, 2013 
Regular Income  34.6031   25   0   25 
Benefited Enterprise  65.3969   15   15   15 
  
Dividend Distributed on April 17, 2014 
Regular Income  52.9928   25   0   25 
Benefited Enterprise  47.0071   15   15   15 
  
Dividend Distributed on April 21, 2015 
Regular Income  5.5888   25   0   25 
Benefited Enterprise  12.7771   15   0   15 
Preferred Enterprise  81.6341   20   0   20 
                 
Dividend Distributed on April 14, 2016 
Regular Income  0   25   0   25 
Preferred Enterprise  100.0000   20   0   20 

With regards to the distribution of dividend dated April 17, 2013, the weighted tax for individuals was 18.46031%, for corporations 9.80954%, and for foreign residents 18.46031%. With regards to the distribution of dividend dated April 17, 2014, the weighted tax for individuals was 20.29928%, for corporations 7.05108%, and for foreign residents 20.29928%. With regards to the distribution of dividend dated April 21, 2015, the weighted tax for individuals was 19.64059%, for corporations 0.00000%, and for foreign residents 19.64059 %. With regards to the distribution of dividend dated April 14, 2016, the weighted tax for individuals was 20.00000%, for corporations 0.00000%, and for foreign residents 20.00000 %.

The above noted dividend distributions with respect to the fiscal years 2012, 2013, 2014 and 2015 are each from income sources which would not generate additional tax liability to the Company as a result of such distributions. We anticipate that any future dividends distributed pursuant to our previously announced dividend policy, will likewise be distributed from income sources which will not impose additional tax liabilities on us.

Passive Foreign Investment Company Status under U.S. Federal Income Tax Law

In general, a non-U.S. corporation will be classified for U.S. tax purposes as a passive foreign investment company (hereafter also referred to as a “PFIC”"PFIC") in any taxable year in which either (i) 75% or more of its gross income (including the pro-rata gross income of any company (U.S. or foreign) in which it is considered to own 25% or more of the ordinary shares by value) for the taxable year is passive income, or (ii) at least 50% of the average value of all of its gross assets (including the pro-rata fair market value of the assets of any company in which it is considered to own 25% or more of the ordinary shares by value) during the taxable year, calculated quarterly by value, produce, or are held for the production of, passive income. Passive income for these purposes includes items such as dividends, interest, royalties, rents and gains from commodities and securities transactions.
 
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If we are classified as a passive foreign investment company, highly complex rules will apply to our U.S. shareholders. Accordingly, U.S. shareholders are urged to consult their tax advisors regarding the application of such rules.

If a corporation is a passive foreign investment company, a U.S. shareholder will be subject to one of three alternative taxing regimes:

The simplest is the “QEF” regime.
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"QEF" regime - If the shareholder elects to treat the PFIC as a “qualified electing fund” (“QEF”),QEF, then each year the shareholder includes in its gross income a proportionate share of the PFIC’sPFIC's ordinary income and net capital gain. We do not currently intend to prepare or provide the information that would enable you to make a Qualified Election Fund election. A second regime may be elected if the PFIC stock is “marketable.”"marketable." The U.S. shareholder may elect to “mark"mark the stock to market”market" each year. At the end of each taxable year, the shareholder recognizes gain equal to the excess of the fair market value of the PFIC stock over the shareholder’sshareholder's tax basis in the stock. (LossesLosses may also be recognized to the extent of previously recognized gains.)

A U.S. shareholder making neither of these elections is subject to the “excess distribution”"excess distribution" regime. The tax is triggered when the shareholder receives an “excess distribution”"excess distribution" from the PFIC. An excess distribution"excess distribution" is either (1) a distribution with respect to stock that is greater than 125% of the average of such distributions over the preceding three years, or (2) 100% of the gain from the disposition of shares in the PFIC.

An excess distribution"excess distribution" is subject to special tax rules. In most cases, only a portion of it is included in the gross income of the U.S. shareholder and taxed at normal rates. The remainder is never so included, but is used as the basis for calculating a “deferred"deferred tax amount”amount", which is simply added to the shareholder’sshareholder's tax liability.

The deferred tax amount is computed as follows. The excess distribution"excess distribution" is first ratably allocated, share by share, to each day of the shareholder’sshareholder's holding period. Portions allocated to the current year, and to any pre-PFIC years (that is, years before 1987, when there were no PFICs, or years before the first year in which the company was a PFIC with respect to that shareholder), are included in ordinary income for the current year. Portions allocated to prior PFIC years are hypothetically taxed at the highest marginal rate in effect for those years (without regard to the shareholder’sshareholder's actual rate or to any deductions or credits for those years). To this hypothetical tax is added the interest that the shareholder would have paid if it were simply paying that tax late for that year. The sum of the tax and the interest charge is the deferred tax amount, which cannot be offset or otherwise affected by current net operating losses or other deductions.
 
A U.S. person who inherits shares in a foreign corporation that was a PFIC in the hands of the decedent (who(other than a decedent who was a nonresident alien at all times during his holding period in the shares) who did not make either of the elections described above),above, is denied the otherwise available step-up in the tax basis of such shares to fair market value at the date of death. The U.S. person steps into the shoes of the decedent and will be subject to the rules described above.

Although a determination as to a corporation’scorporation's PFIC status is made annually, an initial determination that a corporation is a PFIC for any taxable year generally will cause the above-described consequences to apply for all future years as to U.S. shareholders who held shares in the corporation at any time during the PFIC taxable year and who made neither a valid QEF election with respect to such shares nor a valid election to mark such shares to market. This will be true even if the corporation loses its PFIC status in later years.years, unless certain elections are made. However, with respect to a PFIC that does not make any distributions or deemed distributions, the above tax treatment would apply only to gains realized on the disposition of such shares by a U.S. shareholder.
 
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If we are classified as a PFIC, complicated rules will apply to our U.S. shareholders. Our status in future years will depend on our assets and activities in those years, although shareholders will be treated as continuing to own an interest in a passive foreign investment company if we are a passive foreign investment company in any year in which a shareholder owns our shares, unless certain elections are made.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a U.S. shareholder in light of his or her particular circumstances or to a U.S. shareholder subject to special treatment under U.S. federal income tax law. We do not currently intend to prepare or provide the information that would enable you to make a Qualified Election Fund election. U.S. shareholders are urged to consult their tax advisors about the U.S. federal income taxation rules to which they will be subject, as well as the PFIC rules, including the advisability, procedure and timing of making a mark-to-market election, in connection with their holding of our shares, including warrants or rights to acquire our shares.

Certain Reporting Requirements

Certain U.S. investors are required to file IRS Form 926, Return by U.S. Transferor of Property to a Foreign Corporation, and certain U.S. Investors may be required to file IRS Form 5471, Information Return of U.S. Persons Withwith Respect to Certain Foreign Corporations, reporting transfers of cash or other property to us and information relating to the U.S. investor and us. Substantial penalties may be imposed upon a U.S. investor that fails to comply. Each U.S. investor should consult its own tax advisor regarding these requirements.

In addition, recently enacted legislation imposes new reporting requirements for the holder of certain foreign financial assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds certain thresholds. Our shares are expected to be subject to these new reporting requirements unless the shares are held in an account at a domestic financial institution. Penalties may apply to any failure to comply with such reporting requirements. U.S. investors should consult their own tax advisors regarding the application of this legislation.

Backup Withholding Tax and Information Reporting Requirements

Generally, information reporting requirements will apply to distributions with respect to our shares or proceeds on the disposition of our shares paid within the United States (and, in certain cases, outside the United States) to U.S. investors other than certain exempt recipients, such as corporations. Furthermore, backup withholding (currently at 28%24%) may apply to such amounts if the U.S. investor fails to (i) provide a correct taxpayer identification number, (ii) report interest and dividends required to be shown on its U.S. federal income tax return, or (iii) make other appropriate certifications in the required manner. U.S. investors who are required to establish their exempt status generally must provide such certification on IRS Form W-9.
 
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Backup withholding is not an additional tax. Amounts withheld as backup withholding from a payment may be credited against a U.S. investor’sinvestor's U.S. federal income tax liability and such U.S. investor may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.

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Tax Assessment

The company and its subsidiaries file income tax returns in Israel, U.S.A and Denmark.
 
The Israeli tax returns of the Company are open for examination by the Israeli Tax Authority for tax years beginning in 2013.2018.

The Federal tax returns of our U.S. subsidiary are open for examination by the Federal Tax Authorities for tax years beginning in 2012.2020. The New Jersey state tax returns of theour U.S. subsidiary are open tofor examination by the New Jersey State Tax Authority for the tax years beginning in 2011.2019. The California State Tax returns of theour U.S. subsidiary are open tofor examination by the California State Tax Authority for tax years beginning in 2011.2019. The VirginiaNew York, Texas and Illinois State Tax returns of theour U.S. subsidiary are open tofor examination by the Virginia State Tax Authorityrespective jurisdiction tax authorities for tax periods beginning in October 28, 2015.2020. The Virginia, Tennessee, and New Mexico State Tax returns of our U.S. subsidiary are open for examination by the respective jurisdiction State Tax Authorities for tax periods beginning in 2021..

The Danish tax returns of our Danish subsidiary are open for examination by the Danish Tax Authority for tax years beginning on Septemberin January 1, 2011.2020.
 
The Federal tax returns or our U.S. granddaughter company held by our Danish subsidiary, as well as its New York State tax returns and New York City tax returns, are open for examination by the Federal, New York State and New York City Tax Authorities, respectively, for tax years beginning in June 2012.

F.          Dividends and Paying Agents

Not applicableapplicable.
 
G.          Statement by experts

Not applicableapplicable.
 
H.          Documents on Display

We are required to file reports and other information with the Securities and Exchange Commission (the “SEC”)SEC under the Securities Exchange Act of 1934 (the “Exchange Act”"Exchange Act") and the regulations thereunder applicable to foreign private issuers. Although as a foreign private issuer we are not required to file periodic information as frequently or as promptly as United States companies, we generally do publicly announce our quarterly and year-end results promptly and file periodic information with the SEC under cover of Form 6-K. We are also exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements and our officers,office holders, directors and principal shareholders are exempt from the reporting and other provisions in Section 16 of the Exchange Act.
 
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You may review a copy of our filings with the SEC, including any exhibits and schedules, at the SEC’sSEC's public reference room at 100 F Street N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the public reference room. As a foreign private issuer, all documents which were filed after November 4, 2002 on the SEC's EDGAR system will be available for retrieval on the SEC's website at www.sec.gov. These SEC filings are also available to the public on (i) the Israel Securities Authority’s Magna website at www.magna.isa.gov.il, (ii) the Tel Aviv Stock Exchange website at http://www.maya.tase.co.il, and (iii) from commercial document retrieval services. The documents referred to in this document may be inspected at the Company’sCompany's offices, located at 14 Atir Yeda Street, Kfar Sava, Israel 4464323.

Any statement in this annual report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the annual report the contract or document is deemed to modify the description contained in this annual report. We urge you to review the exhibits themselves for a complete description of the contract or document.

Our website is http://www.silicom.co.il. We do not intend for any information contained on our internet website to be considered part of this annual report, and we have included our website address in this annual report solely as an inactive textual reference. We will post on our website any materials required to be posted on such website under applicable corporate or securities laws and regulations, including posting any XBRL interactive financial data required to be filed with the SEC, and any notices of general meetings of our shareholders.
I.           Subsidiary information

Not applicableapplicable.

Item 11.          QUANTITATIVE ANDAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market risk is the risk of loss related to changes in market prices, including interest rates and foreign exchange rates, of financial instruments that may adversely impact our consolidated financial position, results of operations or cash flows. Our primary market risk exposures relate to our investment portfolio and fluctuation of the exchange rate of the US Dollar, which is the primary currency in which we conduct our operations, against the NIS with respect to the Company's Israeli operations, and against the DKK and Euro with respect to Danish operations.

Interest Rate Risk

As of December 31, 2015,2023, our investment portfolio consisted of approximately 32.9US$ 24.6 million invested in corporate debt securities and government debt securities. These securities are classified as "held to maturity". The majoritymaturity." All of the Company's investments (approximately 30.4 million) are in fixed-rate instruments, while a small portion of its investments (approximately 2.5 million) are in variable-rate instruments. Therefore,
We may be required to adjust the Company's exposure to interest rate risk from variable-rate instruments is generally very limited and not material to the Company. In addition, since the securities are "held to maturity", any changes in faircarrying value of the Company's instrumentsour investment securities due to fluctuations in the interest rates,a default, lack of liquidity or other event. For that matter we are not classified as other-than-temporary impairment (OTTI), do not affect the Company's profit or loss.required to use of forward-looking information to calculate credit loss estimates
 
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As of December 31, 2023, we were not required to adjust the carrying value of our investment securities.
 

For quantitative information on the Company's marketable securities, please see Note 54 to our consolidated financial statements included elsewhere in this annual report.

As of December 31, 20152023, we did not have any short or long term interest bearing loans or debts, hence with respect to the Company's business operations, we do not have any exposure to interest rate risk.

Foreign Currency Exchange Risk
 
Most of our revenues are generated in U.S. dollars.Dollars. In addition, most of our costs are denominated and determined in U.S. dollarsDollars and NIS. According to the salient economic factors indicated in ASC 830 “Foreign"Foreign Currency Matters”Matters" (formerly SFAS No. 52), “Foreign"Foreign Currency Translation,”Translation", our cash flow, sale price, sales market, expense, financing and inter-company transactions, and arrangement indicators, are predominantly denominated in U.S. dollars,Dollars, and so, the U.S. dollar is the primary currency of the economic environment in which we operate. Thus, the U.S. dollar is our functional and reporting currency. In our balance sheet, we re-measure into U.S. dollarsDollars all monetary accounts (principally cash and cash equivalents and liabilities) that are maintained in other currencies. For this re-measurement, we use the relevant foreign exchange rate at the balance sheet date. Any gain or loss that results from this re-measurement is reflected in the statement of operations as appropriate. We measure and record non-monetary accounts in our balance sheet in U.S. dollars.Dollars. For this measurement, we use the U.S. dollar value in effect at the date that the asset or liability was initially recorded in our balance sheet (the date of the transaction).

As of December 31, 20152023, we had accounts receivable in NIS or in funds linked thereto in the amount of $1,249US$ 6,264  thousand. Market risk was estimated as the potential decrease in balance resulting from a hypothetical 10% increase in the year-end Dollar exchange rate. Assuming such increase in the Dollar exchange rate, the balance of our accounts receivable would decrease by $114US$ 569  thousand. As of December 31, 20152023, we had accounts payable in NIS or linked thereto in the amount of $7,312US$ 5,241  thousand. Market risk was estimated as the potential increase in balance resulting from a hypothetical 10% decrease in the year-end Dollar exchange rate. Assuming such decrease in the Dollar exchange rate, the balance of our accounts payable would increase by $812US$ 582  thousand.
 
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As of December 31, 2015, the foreign currency exchange rate risk for Silicom deriving from our accounts receivable in DKK or in Euro is negligible.

In 20152023, there was an increase of 0.33%3.07% in the Dollar exchange rate to the NIS which resulted in an aggregate decrease in the fair value of our assets of $14US$ 289 thousand and an aggregate decrease in the fair value of our liabilities of $31US$ 380 thousand.

Since the majority of our revenues is denominated and paid in U.S. dollars, we believe that fluctuations in the U.S. dollar exchange rate do not have a significant effect on our accounts receivable. Inflation in Israel and the Israeli currency as well as U.S. dollarDollar exchange rate fluctuations may have only a limited effect on our accounts payable as well as on our accounts receivable, as described above.
Inflation in Denmark and the Danish currency as well as U.S. dollarDollar exchange rate fluctuations are expected todo not have only a limitedsignificant effect on our accounts receivable as well as on our accounts payable.

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Our operating expenses may be affected by fluctuations in the value of the U.S. dollar as it relates to the NIS. By way of example, a hypothetical 10% weakening in the value of the U.S. dollarDollar relative to the currenciesNIS in which our operating expenses are denominated in 20152023 would have resulted in an increase in operating expenses of approximately $1,118US$ 1,876  thousand for the year ended December 31, 2015.2023. In addition, our operating expenses may be affected by fluctuations in the value of the U.S. dollarDollar as it relates to the DKK. By way of example, a hypothetical 10% weakening in the value of the U.S. dollar relative to the currenciesDKK in which our operating expenses are denominated in 20152023, would have resulted in an increase in operating expenses of approximately $433US$ 213  thousand for the year ended December 31, 2015.2023.

As of December 31, 2015,2023, all of our investments, other than a portion of our cash and cash equivalents comprising a small portion of our overall investment portfolio, consisted of investments denominated in U.S. dollars,Dollars, and our portfolio is therefore not subject to significant exposure to foreign currency exchange risk.

As of December 31, 2015,2023, we were not engaged in any hedging or other transactions intended to manage the risks relating to foreign currency exchange rate or interest rate fluctuations.

Credit Risk

Our investment portfolio includes held"held to maturitymaturity" marketable securities. These securities include investments issued by highly rated corporations or investments issued by agencies of governments.corporations. As of December 31, 2015,2023, the rating of the securities in our portfolio was at least A (except for approximately $1.9M investment in one security rated BBB+).A-. Nonetheless, these investments are subject to general credit and counterparty risks (such as that the counterparty to a financial instrument fails to meet its contractual obligations), which were exacerbated by the recent turmoil that has affected the financial markets and the global economy and caused credit issues for a number of reputable financial institutions. Any changes in fair value of our investment securities due to credit risk do not affect our profit or loss unless there is OTTI (referredother than temporary impairment (see Note 2W to in ASC 320-10)our financial statements for the year ended December 31, 2023). For additional information see "Item 3.D. Key Information – Risk Factors."
 
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As of December 31, 2015,2023, we were not required to adjust the carrying value of our investment securities since there were no other-than-temporary impairments.securities.

Our top three ultimate customers accounted for approximately 38% of our revenues in 2023. We expect that a small number of customers will continue to account for a significant portion of our revenues for the foreseeable future. Difficulties in the fulfillment of the financial obligations of one or more of such customers may expose us to credit risk and may have a material adverse effect on our business and our financial condition and results. For additional information see "Item 3.D. Key Information – Risk Factors". Difficulties in the fulfillment of financial obligations of one or more of our customers may have an adverse effect on our ability to consummate the collection of consideration payable under purchase orders placed by, or invoiced to, such customers under one or more Design Wins in relation to which such customers operate. See Note 2 W. (2) of our consolidated financial statements.
Item 12.          DESCRIPTION OF SECURITIES OTHER OTHER THAN EQUITY SECURITIES
 
Not Applicable.


PART II.
109
 
PART II.
Item 13.          DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
None.

Item 14.          MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
None.

Item 15.CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sSEC's rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e) and Rule 15d-15(e), as of the end of the period covered by this Annual Report on Form 20-F. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
 
118
Management assessed our internal control over financial reporting as of December 31, 2015,2023, the end of our fiscal year. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control — Integrated Framework (2013)."

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 20152023, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. We reviewed the results of management’smanagement's assessment with the Audit Committeeaudit committee of our Board of Directors.

This annual report includes, on page F-4 of this form 20-F, an attestation report of the Company's registered public accounting firm on management's assessment of the Company's internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls


Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitation, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
 
Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Item 15T. CONTROLS AND PROCEDURES
Not Applicable.

Item 16.  Reserved
Item 15A.CONTROLS AND PROCEDURES
Not Applicable.
Item 16.          Reserved.
Item 16A.AUDIT COMMITTEE FINANCIAL EXPERT
 
Our board of directors had determined that both Ms. Ayelet Aya Hayak and Mr. Ilan Erez were our audit committee financial experts.
 
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Item 16B.CODE OF ETHICSETHICS
 
Our company has adopted a code of ethics, which applies to all of our employees, officersoffice holders and directors, including our Chief Executive Officer, our Chief Financial Officer, our VP Finance, Director of Finance and our Corporate Controller. A copy of the code of ethics is attached as an exhibit to this annual report.

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Item 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The following table presents fees for professional services for the audit of the Company’sCompany's consolidated annual financial statements for the years ended December 31, 20152023 and 2014,2022, audit-related services and tax services rendered by Somekh Chaikin, a member firm of KPMG International.Kesselman & Kesselman Certified Public Accountants (Isr.) PwC Israel.

  2023  2022 
Audit Fees(1)
 $120,000  $120,000 
Audit-Related Fees(2)
  -  $7,500 
Tax Fees(3)
 $22,454  $50,128 
  2015  2014 
Audit Fees(1) $110,000  $110,000 
Audit-Related Fees(2) $22,000  $49,000 
Tax Fees(3) $37,500  $28,000 
         

(1)
Audit Fees consist of fees for professional services rendered for the audit of the Company's annual consolidated financial statements and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.
(1) Audit fees consist of fees for professional services rendered for the audit of the Company’s annual consolidated financial statements and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.
(2)
Audit-Related Fees consist of accounting consultation and consultation on financial accounting standards, not arising as part of the audit, as well as procedures performed over registration statements.

(3)
Tax Fees are the aggregate fees billed for professional services rendered for tax compliance, transfer pricing studies, and tax advice other than in connection with the Audit. Tax compliance involves audit of original and amended tax returns, tax planning and tax advice.
(2) Audit-Related Fees consist of accounting consultation and consultation on financial accounting standards, not arising as part of the audit.

(3) Tax Fees are the aggregate fees billed for professional services rendered for tax compliance, tax advice, other than in connection with the Audit. Tax compliance involves audit of original and amended tax returns, tax planning and tax advice.

Audit committee's pre-approval policies and procedures

We are required to obtain the approval of our audit committee (and subsequently the consent of the boardBoard of directorsDirectors and shareholders) before engaging our independent auditors, Somekh Chaikin, a member firm of KPMG International,Kesselman & Kesselman Certified Public Accountants (Isr.) PwC Israel, to audit our consolidated financial statements, as well as to provide other audit or permitted non-audit services to us. This policy, which is designed to assure that such engagements do not impair the independence of our auditors, requires pre-approval from the audit committee on an annual basis for the various audit and non-audit services that may be performed by our auditors. Our audit committee is not permitted to approve the engagement of our auditors for any services that would be inconsistent with maintaining the auditor's independence or that are not permitted by applicable law.

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Item 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
Not Applicable.
 
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Item 16E.PURCHASES OF EQUITY SECURITIESSECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Period Total Number of Shares Purchased (1)  Average Price Paid per Share (US$)  Total Number of Shares Purchased as Part of Publicly Announced Plan  
Approximate
Dollar Value that May Yet Be Purchased Under the Plan (US$)
 
May 8, 2023 - May 31, 2023  11,900   34.721   11,900   14,586,818 
June 1, 2023 - June 30, 2023  13,825   36.187   25,725   14,086,530 
July 1, 2023 - July 31, 2023  13,361   37.441   39,086   13,586,285 
August 1 2023 - August 31, 2023  69,960   26.729   109,046   11,716,329 
September 1 2023 - September 30, 2023  61,035   25.875   170,081   10,137,053 
October 1, 2023 - October 31, 2023  62,725   21.991   232,806   8,757,695 
November 1, 2023 - November 30, 2023  100,770   15.393   333,576   7,206,570 
December 1, 2023 - December 31, 2023  86,081   17.616   419,657   5,690,145 

 (1) On May 1, 2023, our Board of Directors determined that it was in the Company's best interest to pursue a new repurchase plan of Ordinary Shares from the Company's shareholders, for a total amount not exceeding $15,000,000. which shall be in effect for a one-year period commencing on May 8, 2023, unless otherwise determined by the Board of Directors.
 
Not Applicable.
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Item 16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
 
Not Applicable.

Item 16G. CORPORATE GOVERNANCEapplicable
 
Item 16G.CORPORATE GOVERNANCE
Our corporate governance practices differ from those followed by domestic companies as required under the listing standards of the NASDAQ Global Market, due to an exemption that we obtained from NASDAQ as foreign private issuer which enables us to comply with our home country laws of the State of Israel, including the provisions of the Companies Law, in lieu of NASDAQ Listing Rules. 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:

·We are not required to distribute annual and quarterly reports directly to shareholders, but we do make our audited financial statements available to our shareholders prior to our annual general meeting and furnish our quarterly and annual financial results with the SEC on Form 6-K.
We are not required to distribute annual and quarterly reports directly to shareholders, but we do make our audited financial statements available to our shareholders prior to our annual general meeting and furnish our quarterly and annual financial results with the SEC on Form 6-K;


·A majority of our board of directors may not necessarily be comprised of independent directors as defined in the NASDAQ Listing Rules, but our board of directors contains two external directors in accordance with the Companies Law. Israeli law does not require, nor do our external directors conduct, regularly scheduled meetings at which only they are present. In addition, with the exception of our external directors, our directors are elected for terms of one year or until the following annual meeting, by a general meeting of our shareholders. The nominations for director which are presented to our shareholders are also generally made by our board of directors. Pursuant to the Companies Law, one or more shareholders of a company holding at least one percent of the voting power of the company may nominate a currently serving external director for an additional three year term. Israeli law does not require the adoption of and our board has not adopted a formal written charter or board resolution addressing the nomination process and related matters. Compensation of our directors and other officers of the Company is determined in accordance with Israeli law.
A majority of our Board of Directors may not necessarily be comprised of independent directors as defined in the NASDAQ Listing Rules, however, a majority of our audit committee are independent directors in accordance with NASDAQ Listing Rule 5605(a)(2). Our directors are elected to our Board of Directors in accordance with the new directors voting mechanism approved by our shareholders on the Annual General Meeting which took place on June 8, 2016. According to said directors voting mechanism, directors are divided into three groups, Group A, Group B and Group C. Each group is brought for re-election once every three years, on a rotating basis, such that at each annual general meeting of the shareholders a given group of directors is brought for election, to serve on a continuous basis for a three-year term, until the third annual general meeting following the meeting on which such group was elected for service and until their respective successors are duly elected, at which point their term in office shall expire. At each annual general meeting, the annual general meeting shall be entitled to elect directors to replace the directors whose three-year term in office has expired, and so on ad infinitum, so that each year, the term in office of one group of directors shall expire. The nominations for director which are presented to our shareholders are generally made by our board of directors. Pursuant to the Companies Law, one or more shareholders of a company holding at least one percent of the voting power of the company may nominate a currently serving external director for an additional three-year term. Israeli law does not require the adoption of, and our board has not adopted, a formal written charter or board resolution addressing the nomination process and related matters. Compensation of our directors and other office holders of the Company is determined in accordance with Israeli law;



·
114

Our audit committee has not adopted a formal written audit committee charter specifying the items enumerated in NASDAQ Listing Rule 5605(c)(1). We believe that the members of our audit committee comply with the requirements of the Israeli law, as well as NASDAQ Listing Rule 5605(c)(3) and Rule 10A-3(b) of the general rules and regulations promulgated under the Securities Act of 1933. For a detailed discussion please refer to "Item 6 – Directors, Senior Management and Employees – Audit Committee";

As opposed to NASDAQ Listing Rule 5620(c)(3), which sets forth a minimum quorum for a shareholders meeting, under Israeli law a company is entitled to determine in its articles of association the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. Our current Articles of Association provide that a quorum of two or more shareholders, present in person or by proxy, holding shares conferring in the aggregate more than thirty-three and a third (33 1/3 %) percent of the voting power of the Company is required;

All related party transactions are approved in accordance with the requirements and procedures for approval of interested party acts and transactions set forth in the Companies Law, and are not subject to the review process set forth in NASDAQ Listing Rule 5630. For a detailed discussion please refer to "Item 10 – Additional Information – the Companies Law";

We seek shareholder approval for all corporate action requiring such approval in accordance with the requirements of the Companies Law rather than under the requirements of the NASDAQ Marketplace Rules, including (but not limited to) the appointment or termination of auditors, appointment and dismissal of directors, approval of interested party acts and transactions requiring general meeting approval as discussed above and a merger;

We follow the provisions of the Companies Law with respect to matters in connection with the composition and responsibilities of our compensation committee, office holder compensation, and any required approval by the shareholders of such compensation. Israeli law, and our amended and restated Articles of Association, do not require that a compensation committee composed solely of independent members of our board of directors determine (or recommend to the board of directors for determination) an executive officer's compensation, as required under NASDAQ listing standards related to compensation committee independence and responsibilities; nor do they require that the Company adopt and file a compensation committee charter. Instead, our compensation committee has been established and conducts itself in accordance with provisions governing the composition of and the responsibilities of a compensation committee as set forth in the Companies Law. Furthermore, the compensation of office holders is determined and approved by our compensation committee and our board of directors, and in certain circumstances by our shareholders, either in consistency with our previously approved Executive Compensation Policy or, in special circumstances in deviation therefrom, taking into account certain considerations set forth in the Companies Law. The requirements for approval by the shareholders for any office holder compensation, and the relevant majority or special majority for such approval, are all as set forth in the Companies Law. Thus, we will seek shareholder approval for all corporate actions with respect to office holder compensation requiring such approval under the requirements of the Companies Law, including seeking prior approval of the shareholders for the Executive Compensation Policy and for certain office holder compensation, rather than seeking approval for such corporate actions in accordance with NASDAQ Listing Rules; and

115

We do not necessarily seek shareholder approval for the establishment of, and amendments to, stock option or equity compensation plans (as set forth in NASDAQ Listing Rule 5635(c)), as such matters are not subject to shareholder approval under Israeli law. We will attempt to seek shareholder approval for our stock option or equity compensation plans (and the relevant annexes thereto) to the extent required in order to ensure they are tax qualified for our employees in the United States. However, if such approval is not received, then the stock option or equity compensation plans will continue to be in effect, but the Company will be unable to grant options to its U.S. employees that qualify as Incentive Stock Options for U.S. federal tax purpose. Our stock option or other equity compensation plans are also available to our non-U.S. employees, and provide features necessary to comply with applicable non-U.S. tax laws.

•
Our Board of Directors determined that the Company meets all of the requirements of the Israeli Companies Regulations (Relief for Companies Whose Shares Are Registered for Trading Outside of Israel), 2000 (the "Regulations"), pursuant to which Israeli companies which meet all of the following conditions may opt-out of certain Israeli regulations governing the appointment of external directors and the composition of the audit and compensation committees (the "Israeli Dahatz Rules"): (1) the Company's shares are listed on a foreign stock exchange which is referenced in Section 5A(c) of the Regulations, which includes, among others, the New York Stock Exchange (NYSE); NASDAQ Global Select Market; and NASDAQ Global Market; (2) the Company does not have a controlling shareholder; and (3) the Company complies with the requirements of the Israeli law, as well as NASDAQ Listing Rule 5605(c)(3)foreign securities laws and Rule 10A-3(b)stock exchange regulations relating to appointment of independent directors and composition of the general rulesaudit and regulations promulgatedcompensation committees as applicable to companies which are incorporated under the Securities Actlaws of 1933. For a detailed discussion please refer to "Item 6.such foreign countries. The Board of Directors Senior Management and Employees- Audit Committee".
121
·As opposed to NASDAQ Listing Rule 5620(c)(3), which sets forth a minimum quorum for a shareholders meeting, under Israeli law a company is entitled to determine in its articles of associationapproved the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. Our current articles of association provide that a quorum of two or more shareholders, present in person or by proxy, holding shares conferring in the aggregate more than thirty three and a third (33 1/3 %) percentopt-out of the voting power of the Company is required.

·All related party transactions are approved in accordance with the requirementsIsraeli Dahatz Rules and procedures for approval of interested party acts and transactions set forth in the Companies Law, and are not subject to the review process set forth in NASDAQ Listing Rule 5630. For a detailed discussion please refer to "Item 10. Additional Information- the Companies Law".

·We seek shareholder approval for all corporate action requiring such approval in accordance with the requirements of the Companies Law rather than underfollow the requirements of the NASDAQ MarketplaceListing Rules including (but not limited to)and the rules under the Securities Act relating to appointment or termination of auditors, appointmentindependent directors and dismissalcomposition of directors, approvalthe audit and compensation committees which are applicable to companies which are incorporated under the laws of interested party acts and transactions requiring general meeting approval as discussed above and a merger.the United States, effective July 29, 2020.

·We follow the provisions of the Companies Law with respect to matters in connection with the composition and responsibilities of our compensation committee, office holder compensation, and any required approval by the shareholders of such compensation. Israeli law, and our amended and restated articles of association, do not require that a compensation committee composed solely of independent members of our board of directors determine (or recommend to the board of directors for determination) an executive officer’s compensation, as required under NASDAQ listing standards related to compensation committee independence and responsibilities; nor do they require that the Company adopt and file a compensation committee charter. Instead, our compensation committee has been established and conducts itself in accordance with provisions governing the composition of and the responsibilities of a compensation committee as set forth in the Companies Law. Furthermore, the compensation of office holders is determined and approved by our compensation committee and our board of directors, and in certain circumstances by our shareholders, either in consistency with our previously approved Executive Compensation Policy or, in special circumstances in deviation therefrom, taking into account certain considerations set forth in the Companies Law. The requirements for approval by the shareholders for any office holder compensation, and the relevant majority or special majority for such approval, are all as set forth in the Companies Law. Thus, we will seek shareholder approval for all corporate actions with respect to office holder compensation requiring such approval under the requirements of the Companies Law, including seeking prior approval of the shareholders for the Executive Compensation Policy and for certain office holder compensation, rather than seeking approval for such corporate actions in accordance with NASDAQ Listing Rules.

122116

·We do not necessarily seek shareholder approval for the establishment of, and amendments to, stock option or equity compensation plans (as set forth in NASDAQ Listing Rule 5635(c)), as such matters are not subject to shareholder approval under Israeli law. We will attempt to seek shareholder approval for our stock option or equity compensation plans (and the relevant annexes thereto) to the extent required in order to ensure they are tax qualified for our employees in the United States. However, if such approval is not received, then the stock option or equity compensation plans will continue to be in effect, but the Company will be unable to grant options to its U.S. employees that qualify as Incentive Stock Options for U.S. federal tax purpose. Our stock option or other equity compensation plans are also available to our non-U.S. employees, and provide features necessary to comply with applicable non-U.S. tax laws.
Item 16H.MINE SAFETY DISCLOSURE
 
Not Applicable.

PART III.Item 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
Not Applicable.
Item 16K.DISCLOSURE REGARDING ANNUAL REPORTING: RISK MANAGEMENT, STRATEGY, AND GOVERNANCE DISCLOSURE.
Risk Management and Strategy
The Company has established policies and procedures for all key aspects of its cybersecurity program to combat threats and risks affecting its business, including steps such as: implementing  an EDR (Endpoint Detection and Response) security tool that combines real-time continuous monitoring, endpoint data collection, and advanced correlation to detect and respond to suspicious activities at host and endpoint connections; implementing a network communication security tool; implementing VPN’s (virtual private networks) and 2FA (two-factor authentication); conducting employee cyber-awareness training and phishing practice; ensuring full backup for all servers; conducting internal and external penetration testing by an external cyber security expert; implementing a mail relay spam and antivirus filtering service for email servers; and applying USB blocking for personal computers.
The Company considers general cybersecurity risk management as part of its overall enterprise risk management system.
As part of the Company’s cybersecurity strategy, it continues to expand its investments in IT security, including the identification and protection of critical assets, strengthening, monitoring and alerting its information security management system and engaging with cybersecurity experts.
The Company has engaged third-party consultants with cybersecurity expertise to help integrate its information security management system to protect the Company’s operations and reduce its risk and vulnerability. Assessments are conducted to identify cybersecurity weaknesses and to recommend enhancements.
117

The Company leverages several third-party tools and technologies as part of its efforts to enhance its cybersecurity functions. As part of the Company’s established cybersecurity governance framework, the Company also assesses potential cybersecurity threats related to the third-party providers and counterparties and ensures that such providers use appropriate protection measures, such as virtual private networks and two-factor authentication.
Cybersecurity Threats
For the year ended December 31, 2023, through to the date of this annual report, there were no security incidents or breaches leading to material risks from cybersecurity threats, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.
Governance
The Board of Directors considers cybersecurity risk as part of its risk oversight function and oversees the Company’s cybersecurity risk exposures.
In 2021, our Audit Committee held a meeting and reviewed a presentation regarding our cybersecurity processes. In January 2024, in light of the rapid changes in cybersecurity and the emergence of new cybersecurity threats, our Board of Directors determined that the Company should take steps to ensure that the Company is able to meet the new challenges in this area, and commissioned a new internal audit for 2024 relating to the Company’s cybersecurity measures.
PART III.
Item 17.FINANCIAL STATEMENTS
 
Not Applicable.

Item 18.FINANCIAL STATEMENTS
 
See pages F-1 to F-41.F-55

Item 19.EXHIBITS
 
1.1

1.24.1Amendment to Articles of Association of the Registrant incorporated by reference to Proposal 5 found in Exhibit 2 to the Form 6-K as filed with the Securities and Exchange Commission on March 1, 2012, and incorporated herein by reference.
123
4.2Sublease Agreement between the Company and Lumenis Ltd. for the site of our manufacturing facility in Yokneam, Israel, dated August 1, 2013, and an amendment dated November 21, 2013,2014, filed by us as an Exhibitexhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 20, 2014, and incorporated herein by reference. As this sublease agreement and the amendment are written in Hebrew, a summary was included in the Exhibit.

4.3Lease between Silicom Connectivity Solutions, Inc. and RAD Data Communications Inc., for space in Mahwah, New Jersey, dated as of September 1, 1997, filed by us as an Exhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2000, as filed with the Securities and Exchange Commission on June 30, 2001, and incorporated herein by reference.

4.4Sublease Agreement between Silicom Connectivity Solutions, Inc. and Radcom Equipmet, Inc., for space in Paramus, New Jersey, dated as of February 1, 2004, filed by us as an Exhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission on June 30, 2004, and incorporated herein by reference.

4.5The Executive Compensation Policy of the Registrant approved by the Shareholders on July 31, 2013, filed by us as Annex A to Proposal 1 found in Exhibit 2 to the Form 6-K as filed with the Securities and Exchange Commission on June 26, 2013, and incorporated herein by reference.
4.6
Share Purchase Agreement by and among the Company, Fiberblaze A/S, Fiberblaze Holding APS, and Hilmer APS, dated December 10, 2014, filed by us as an Exhibit to our annual report on form 20-F for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on March 24, 2015, and incorporated herein by reference.
4.2
118

4.3
 
4.74.5Asset Purchase Agreement by and among the Company, the Company's wholly owned subsidiary
4.6
4.7
4.8

 
124119

11.1

12.1

12.2

 
SIGNATURES

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.
 
SILICOM LIMITED
 
By: /S/ Shaike Orbach/s/ Liron Eizenman
Shaike OrbachLiron Eizenman
Chief Executive Officer

April 30, 2024
 
April 26, 2016
121

Silicom Ltd.

and its Subsidiaries
 
Consolidated
126
Financial Statements
 
Silicom Ltd.
and its Subsidiaries
Consolidated
Financial Statements
As of and for the year ended
December 31, 2015
As of and for the year ended
December 31, 2023
Silicom Ltd. and its Subsidiaries
Consolidated Financial Statements as of December 31, 2015
2023
 
Contents
 
 
Page
  
Report of Independent Registered Public Accounting Firm (PCAOB id: 1309)
F - 3
  
Consolidated Balance Sheets
F - 46
  
Consolidated Statements of Operations
F - 68
  
Consolidated Statements of Changes in Shareholders’ Equity
F - 79
  
Consolidated Statements of Cash Flows
F - 810
  
Notes to the Consolidated Financial Statements
F - 911
 
F - 2

Report of Independent Registered Public Accounting Firm

TheTo the Shareholders and Board of Directors and Shareholders
of Silicom Ltd.:

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Silicom Ltd. and subsidiaries (hereinafter - “the Company”(the “Company”) as of December 31, 20142023 and 20152022, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the three-year period ended December 31, 2015.2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’sCompany's internal control over financial reporting as of December 31, 2015,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’sCompany's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s annual report on internal control over financial reporting.Form 6-K. Our responsibility is to express an opinionopinions on thesethe Company’s consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F - 3
Definition and Limitations of Internal Control Over Financial Reporting
A company'sCompany’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'sCompany’s internal control over financial reporting includes those policies and procedures that (1)(i) 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)Company; (ii) 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 companyCompany are being made only in accordance with authorizations of management and directors of the company;Company; and (3)(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'sCompany’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.

In our opinion,
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements referredthat was communicated or required to above present fairly,be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in all material respects,any way our opinion on the consolidated financial position ofstatements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Capitalized internally developed software costs
As described in Note 2O and Note 8 to the consolidated financial statements, the Company has internally developed software costs of $4.9 million as of December 31, 20142023. Management applied significant judgment in determining which software projects and 2015,activities within those projects qualify for capitalization, and the resultstiming of its operations and its cash flows for eachestablishing technological feasibility. In addition, management applied judgment in determining when to cease the capitalization of the yearscosts related to internal use software that will be placed in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).service.

Somekh Chaikin
F - 4

Certified Public Accountants (Isr.)
Member Firm of KPMG International

Tel Aviv, Israel
March 21, 2016
The principal considerations for our determination that performing procedures relating to capitalized internally developed software costs is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to capitalized internally developed software costs due to the significant amount of judgment by management when developing the estimates; (ii) significant audit effort was required in evaluating the significant assumptions relating to the estimates, such as the software projects qualification for capitalization, timing of establishing technological feasibility and time to cease capitalization;
 
F - 3
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to capitalized internally developed software costs, including controls over the software projects qualification for capitalization, timing of establishing technological feasibility and time to cease capitalization. These procedures also included, among others, (i) inspection of the products documentation; (ii) testing management’s process for determining the capitalized internally developed software costs; and (iii) testing management’s identification of accumulated time and costs, both internal and external, associated with internal software development activities and the Company's controls over when internal use software is placed in service and amortization started.
 
Silicom Ltd. and its Subsidiaries
/s/ Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited
Haifa, Israel
March 18, 2024
F - 5
Silicom Ltd. and its Subsidiaries
Consolidated Balance Sheets as of December 31
 
     
2022
  
2023
 
  
Note
  
US$ thousands
  
US$ thousands
 
          
Assets
         
          
Current assets
         
Cash and cash equivalents
 
3
   
30,734
   
46,972
 
Marketable securities
 
2F, 4
   
4,020
   
7,957
 
Accounts receivable:
           
Trade, net
 
2G
   
27,258
   
25,004
 
Other
 
5
   
3,620
   
3,688
 
Inventories
 
6
   
87,985
   
51,507
 
            
Total current assets
     
153,617
   
135,128
 
            
Marketable securities
 
2F, 4
   
15,163
   
16,619
 
            
Assets held for employees' severance benefits
 
11
   
1,715
   
1,357
 
            
Deferred tax assets
 
15G
   
502
   
2,359
 
            
Property, plant and equipment, net
 
7
   
4,488
   
3,552
 
            
Intangible assets, net
 
8
   
6,710
   
2,253
 
            
Operating leases right-of-use, net
 
10
   
8,441
   
6,466
 
            
Goodwill
 
16
   
25,561
   
-
 
            
Total assets
     
216,197
   
167,734
 
     2014  2015 
  Note  US$ thousands  US$ thousands 
          
Assets         
          
Current assets         
Cash and cash equivalents 4   17,890   18,178 
Short-term bank deposits 2F   4,000   - 
Marketable securities 2G, 5   15,167   8,636 
Accounts receivable:           
 Trade, net 2H   18,441   23,295 
 Other     1,632   1,380 
 Related parties     390   473 
Inventories 6   25,449   26,321 
Deferred tax assets 14G   567   950 
            
Total current assets     83,536   79,233 
            
Marketable securities 2G, 5   20,358   24,246 
            
Assets held for employees' severance benefits 9   1,425   1,374 
            
Deferred tax assets 14G   346   595 
            
Property, plant and equipment ("PPE"), net 7   2,458   3,825 
            
Intangible assets, net 8B   2,071   5,164 
            
Goodwill 8A   12,242   25,561 
            
Total assets     122,436   139,998 
 
     
Avi Eizenman
 Shaike Orbach
Liron Eizenman
 
Eran Gilad
Chairman of the Board of Directors
 
Chief Executive Officer
 
Chief Financial Officer
Kfar-Saba, Israel
March 21, 2016
The accompanying notes are an integral part of these consolidated financial statements.
 
F - 4
Kfar-Saba, Israel
Silicom Ltd. and its Subsidiaries
Consolidated Balance Sheets as of December 31 (Continued)
     2014  2015 
  Note  US$ thousands  US$ thousands 
          
          
Liabilities and shareholders' equity         
          
Current liabilities         
Trade accounts payable     8,216   8,544 
Other accounts payable and accrued expenses     5,783   11,147 
Contingent consideration 3   4,728   - 
Related parties     20   12 
Deferred tax liabilities 14G   259   111 
            
Total current liabilities     19,006   19,814 
            
Long-term liabilities           
Contingent consideration 3   -   4,942 
Liability for employees' severance benefits 9   2,414   2,251 
Deferred tax liabilities 14G   284   157 
            
Total liabilities     21,704   27,164 
            
Commitments and contingencies 10         
            
Shareholders' equity 11         
Ordinary shares, ILS 0.01 par value; 10,000,000 shares           
authorized; 7,233,604 and 7,299,315 issued as at           
December 31, 2014 and 2015, respectively;           
7,218,633 and 7,284,344 outstanding as at           
December 31, 2014 and 2015, respectively     21   21 
Additional paid-in capital     41,245   44,101 
Treasury shares (at cost) - 14,971 ordinary shares as at           
December 31, 2014 and 2015     (38)  (38)
Retained earnings     59,504   68,750 
            
Total shareholders' equity     100,732   112,834 
            
Total liabilities and shareholders’ equity     122,436   139,998 
March 18, 2024
 
The accompanying notes are an integral part of these consolidated financial statements.

F - 56
Silicom Ltd.Ltd. and its Subsidiaries
Consolidated StatementsBalance Sheets as of Operations for the Year Ended December 31 (Continued)

     
2022
  
2023
 
  
Note
  
US$ thousands
  
US$ thousands
 
          
Liabilities and shareholders' equity
         
          
Current liabilities
         
Trade accounts payable
     
15,922
   
4,139
 
Other accounts payable and accrued expenses
 
9
   
9,641
   
6,668
 
Operating lease liabilities
 
10
   
1,549
   
2,070
 
            
Total current liabilities
     
27,112
   
12,877
 
            
Long-term liabilities
           
Operating lease liabilities
 
10
   
6,291
   
3,877
 
Liability for employees' severance benefits
 
11
   
3,425
   
2,672
 
Deferred tax liabilities
 
15G
   
74
   
46
 
            
Total liabilities
     
36,902
   
19,472
 
            
Shareholders' equity
 
12
         
Ordinary shares, ILS 0.01 par value; 10,000,000 shares
           
authorized; 7,670,033 and 7,739,274 issued as at
           
December 31, 2022 and 2023, respectively;
           
6,738,706 and 6,405,523 outstanding as at
           
December 31, 2022 and 2023, respectively
     
22
   
22
 
Additional paid-in capital
     
66,556
   
70,671
 
Treasury shares (at cost) 933,933 and 1,333,751 ordinary shares as at
           
December 31, 2022 and 2023, respectively
     
(34,896
)
  
(43,631
)
Retained earnings
     
147,613
   
121,200
 
            
Total shareholders' equity
     
179,295
   
148,262
 
            
Total liabilities and shareholders’ equity
     
216,197
   
167,734
 
     2013  2014  2015 
     US$ thousands 
  Note  Except for share and per share data 
             
Sales* 12   73,298   75,622   82,738 
Cost of sales     43,865   44,835   48,659 
                
Gross profit     29,433   30,787   34,079 
                
Operating expenses               
Research and development**     5,465   6,480   9,702 
Sales and marketing     3,818   4,418   5,651 
General and administrative     2,572   2,798   3,611 
Contingent consideration expense (benefit) 3   -   45   (3,090)
                
Total operating expenses     11,855   13,741   15,874 
                
Operating income     17,578   17,046   18,205 
Financial income, net 13   404   263   220 
                
Income before income taxes     17,982   17,309   18,425 
                
Income taxes 14   905   2,704   1,905 
                
Net income     17,077   14,605   16,520 
                
Income per share:               
Basic income per ordinary share (US$) 2T   2.404   2.033   2.273 
                
Diluted income per ordinary share (US$)     2.357   1.996   2.242 
                
Weighted average number of ordinary               
 shares used to compute basic income               
 per share (in thousands)     7,103   7,184   7,269 
                
Weighted average number of ordinary               
 shares used to compute diluted income               
 per share (in thousands)     7,246   7,319   7,368 
* Including sales to related parties in the amount of US$ 851 thousand, US$ 1,041 thousand and US$ 1,154 thousand in 2013, 2014 and 2015, respectively.
** Including services from related parties in the amount of US$ 133 thousand, US$ 243 thousand and US$ 285 thousand in 2013, 2014 and 2015, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

F - 67
Silicom Ltd.Ltd. and its Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
Operations for the Year Ended December 31
  Ordinary shares  Additional paid-in capital  Treasury shares  Retained earnings  Total shareholders’ equity 
  
Number
of shares(1)
  US$ thousands 
                   
Balance at                  
January 1, 2013  7,007,426   21   36,065   (38)  38,918   74,966 
                         
Exercise of options  132,587   *-   1,893   -   -   1,893 
Share-based compensation  -   -   668   -   -   668 
Dividend (US $0.55 per share)
  -   -   -   -   (3,913)  (3,913)
Net income  -   -   -   -   17,077   17,077 
                         
Balance at                        
December 31, 2013  7,140,013   21   38,626   (38)  52,082   90,691 
                         
Exercise of options  78,620   *-   1,353   -   -   1,353 
Share-based compensation  -   -   1,266   -   -   1,266 
Dividend (US $1.00  per share)
  -   -   -   -   (7,183)  (7,183)
Net income  -   -   -   -   14,605   14,605 
                         
Balance at                        
December 31, 2014  7,218,633   21   41,245   (38)  59,504   100,732 
                         
Exercise of options and RSUs(2)
  65,711   *-   943   -   -   943 
Share-based compensation  -   -   1,913   -   -   1,913 
Dividend (US $1.00  per share)
  -   -   -   -   (7,274)  (7,274)
Net income  -   -   -   -   16,520   16,520 
                         
Balance at                        
December 31, 2015  7,284,344   21   44,101   (38)  68,750   112,834 
(1)Net of 14,971 shares held by Silicom Inc.
(2)Restricted share units (hereinafter - "RSUs")
*Less than 1 thousand.
 
     
2021
  
2022
  
2023
 
     
US$ thousands
 
  
Note
  
Except for share and per share data
 
             
Sales
 
2N, 13
   
128,460
   
150,582
   
124,131
 
Cost of sales
     
84,072
   
98,626
   
95,442
 
                
Gross profit
     
44,388
   
51,956
   
28,689
 
                
Operating expenses
               
Research and development
     
20,091
   
20,563
   
20,638
 
Sales and marketing
     
6,599
   
6,990
   
6,935
 
General and administrative
     
4,641
   
4,477
   
4,229
 
Impairment of goodwill
     
-
   
-
   
25,561
 
                
Total operating expenses
     
31,331
   
32,030
   
57,363
 
                
Operating income (loss)
     
13,057
   
19,926
   
(28,674
)
Financial income (expenses), net
 
14
   
(152
)
  
2,464
   
1,372
 
                
Income (loss) before income taxes
     
12,905
   
22,390
   
(27,302
)
                
Income taxes
 
15
   
2,364
   
4,084
   
(889
)
                
Net income (loss)
     
10,541
   
18,306
   
(26,413
)
                
Income per share:
               
Basic income (loss) per ordinary share (US$)
 
2U
   
1.544
   
2.733
   
(3.942
)
                
Diluted income (loss) per ordinary share (US$)
     
1.513
   
2.694
   
(3.942
)
                
Weighted average number of ordinary
               
 shares used to compute basic income (loss)
               
 per share (in thousands)
     
6,826
   
6,697
   
6,700
 
                
Weighted average number of ordinary
               
 shares used to compute diluted income (loss)
               
 per share (in thousands)
     
6,969
   
6,796
   
6,700
 

The accompanying notes are an integral part of these consolidated financial statements.

F - 78
Silicom
Silicom Ltd. and its Subsidiaries
Consolidated Statements of Cash Flows for the Year Ended December 31Changes in Shareholders' Equity
 
  2013  2014  2015 
  US$ thousands 
Cash flows from operating activities         
Net income  17,077   14,605   16,520 
             
Adjustments required to reconcile net income to            
 net cash provided by operating activities:
            
Depreciation and amortization  659   996   2,767 
Write-down of obsolete inventory  1,926   1,029   219 
Liability for employees' severance benefits, net  174   (86)  (112)
Discount on marketable securities, net  729   758   561 
Share-based compensation expense  668   1,266   1,998 
Deferred taxes  (552)  (219)  (907)
Capital (gain) loss  1   -   (3)
Changes in assets and liabilities:            
Accounts receivable - trade  (2,322)  (3,248)  (4,850)
Accounts receivable - other  (114)  188   127 
Accounts receivable - related parties  (139)  (6)  (83)
Inventories  (15,909)  3,416   (939)
Trade accounts payable  (1,474)  1,321   234 
Other accounts payable and accrued expenses  1,220   649   853 
Contingent consideration adjustments  -   45   (3,090)
Accounts payable - related parties  (26)  (30)  (8)
Net cash provided by operating activities  1,918   20,684   13,287 
             
Cash flows from investing activities            
Proceeds from (investments in) short term bank deposits, net  (473)  (1,000)  4,000 
Sale of property, plant and equipment  -   -   19 
Purchase of property, plant and equipment  (822)  (1,858)  (2,984)
Investment in intangible assets  (100)  (100)  - 
Proceeds from maturity of marketable securities  12,500   14,750   15,100 
Purchases of marketable securities  (11,384)  (11,740)  (12,935)
Business acquisition, net of acquired cash (see Note 3)  -   (10,048)  (10,000)
Net cash used in investing activities  (279)  (9,996)  (6,800)
             
Cash flows from financing activities            
Exercise of options  1,893   1,353   943 
Dividend  (3,913)  (7,183)  (7,274)
Net cash used in  financing activities  (2,020)  (5,830)  (6,331)
             
Effect of exchange rate changes on cash balances held  72   35   132 
             
Increase (decrease) in cash and cash equivalents  (309)  4,893   288 
             
Cash and cash equivalents at beginning of year  13,306   12,997   17,890 
Cash and cash equivalents at end of year  12,997   17,890   18,178 
             
Supplementary cash flow information            
A. Non-cash transactions:            
Investments in PPE and intangible assets  207   87   72 
B. Cash paid during the year for:            
Income taxes  2,154   1,277   4,487 
  
Ordinary shares
  
Additional paid-in capital
  
Treasury shares(3)
  
Retained earnings
  
Total shareholders’ equity
 
  
Number
of shares(1)
  
US$ thousands
 
                   
Balance at January 1, 2021
  
6,899,515
   
22
   
60,117
   
(24,807
)
  
119,505
   
154,837
 
                         
Purchase of treasury shares
  
(322,689
)
  
-
   
-
   
(14,291
)
  
-
   
(14,291
)
Reissuance of treasury shares under
   share-based compensation plan
  
132,702
   
*-
   
411
   
4,103
   
-
   
4,514
 
Share-based compensation
  
-
   
-
   
2,862
   
-
   
-
   
2,862
 
Net income
  
-
   
-
   
-
   
-
   
10,541
   
10,541
 
                         
Balance at December 31, 2021
  
6,709,528
   
22
   
63,390
   
(34,995
)
  
130,046
   
158,463
 
                         
Purchase of treasury shares
  
(80,120
)
  
-
   
-
   
(3,428
)
  
-
   
(3,428
)
Reissuance of treasury shares under
   share-based compensation plan
  
109,298
   
-
   
(411
)
  
3,527
   
(739
)
  
2,377
 
Share-based compensation
  
-
   
-
   
3,577
   
-
   
-
   
3,577
 
Net income
  
-
   
-
   
-
   
-
   
18,306
   
18,306
 
                         
Balance at December 31, 2022
  
6,738,706
   
22
   
66,556
   
(34,896
)
  
147,613
   
179,295
 
                         

Exercise of options and RSUs(2)

  

69,241

   -   762   -   -   762 
                         
Purchase of treasury shares
  
(419,657
)
  
-
   
-
   
(9,320
)
  
-
   
(9,320
)
Reissuance of treasury shares under
   share-based compensation plan
  
17,233
   
*-
   
-
   
585
   
-
   
585
 
Share-based compensation
  
-
   
-
   
3,353
   
-
   
-
   
3,353
 
Net income (loss)
  
-
   
-
   
-
   
-
   
(26,413
)
  
(26,413
)
                         
Balance at December 31, 2023
  
6,405,523
   
22
   
70,671
   
(43,631
)
  
121,200
   
148,262
 
 
(1)
Net of shares held by Silicom Inc. and Silicom Ltd.

(2)

Restricted share units (hereinafter - "RSUs").
(3)
Company shares held by the Company. Presented as a reduction of equity at their cost to the Company.
The treasury shares have no rights.
*
Less than 1 thousand.

The accompanying notes are an integral part of these consolidated financial statements.

F - 89
Silicom Ltd. and its Subsidiaries
Silicom Ltd. and its SubsidiariesConsolidated Statements of Cash Flows for the Year Ended December 31
  
2021
  
2022
  
2023
 
  
US$ thousands
 
Cash flows from operating activities
         
Net income (loss)
  
10,541
   
18,306
   
(26,413
)
             
Adjustments required to reconcile net income to
            
 net cash provided by (used in) operating activities:
            
Depreciation and amortization
  
2,437
   
2,415
   
2,497
 
Impairment of intangible assets
  
-
   
-
   
5,264
 
Impairment of goodwill
  
-
   
-
   
25,561
 
Write-down of obsolete inventory
  
5,246
   
3,002
   
6,433
 
Changes in marketable securities
  
621
   
(20
)
  
(140
)
Share-based compensation expense
  
2,862
   
3,577
   
3,353
 
Deferred taxes, net
  
48
   
1,178
   
(1,885
)
Changes in assets and liabilities:
            
Accounts receivable - trade
  
(9,472
)
  
3,695
   
2,239
 
Accounts receivable - other
  
1,217
   
396
   
(138
)
Change in liability for employees' severance benefits, net
  
138
   
149
   
(395
)
Inventories
  
(33,526
)
  
(15,289
)
  
29,909
 
Trade accounts payable
  
15,031
   
(12,410
)
  
(11,508
)
Other accounts payable and accrued expenses
  
5,936
   
(9,089
)
  
(2,852
)
Net cash provided by (used in) operating activities
  
1,079
   
(4,090
)
  
31,925
 
             
Cash flows from investing activities
            
Proceeds from short term bank deposits
  
5,000
   
-
   
-
 
Purchase of property, plant and equipment
  
(2,586
)
  
(2,089
)
  
(1,122
)
Investment in intangible assets
  
(3,572
)
  
(2,603
)
  
(1,092
)
Proceeds from maturity of marketable securities
  
37,850
   
16,029
   
4,000
 
Purchases of marketable securities
  
(19,927
)
  
(3,998
)
  
(9,623
)
Other
  
-
   
934
   
320
 
Net cash provided by (used in) investing activities
  
16,765
   
8,273
   
(7,517
)
             
Cash flows from financing activities
            

Exercise of options and RSUs

  -   -   762 
Purchase of treasury shares
  
(14,291
)
  
(3,428
)
  
(9,320
)
Proceeds from reissuance of treasury shares upon exercise of options
  
4,514
   
2,377
   
585
 
Net cash used in financing activities
  
(9,777
)
  
(1,051
)
  
(7,973
)
             
Effect of exchange rate changes on cash balances held
  
542
   
(1,683
)
  
(197
)
             
Increase in cash and cash equivalents
  
8,609
   
1,449
   
16,238
 
             
Cash and cash equivalents at beginning of year
  
20,676
   
29,285
   
30,734
 
Cash and cash equivalents at end of year
  
29,285
   
30,734
   
46,972
 
             
Supplementary cash flow information
            
A. Non-cash transactions:
            
Additions of right of use assets and lease liabilities
  
451
   
1,433
   
388
 
Termination of lease agreements  -   -   (620

)

Investments in property, plant and equipment
  
59
   
37
   
54
 
   
510
   
1,470
   
(178
)
B. Cash paid (received) during the year for:
            
Income taxes
  
2,371
   
(411
)
  
601
 

The accompanying notes are an integral part of these consolidated financial statements.

F - 10

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 1 - General
 
Silicom Ltd. is an Israeli corporation engaged in designing, manufacturing, marketing and supporting high performance networking and data infrastructure solutions for a broad range of servers, server based systems and communications devices.
 
The Company’sCompany's shares have been traded in the United States on the National Association of Securities Dealers Automated Quotation System ("NASDAQ”NASDAQ") since February 1994. Since January 2, 2014 the Company's shares have been traded on the NASDAQ Global Select Market (prior thereto they were traded on the NASDAQ Global Market).  The Company’s shares had been traded in Israel on the Tel Aviv Stock Exchange ("TASE"), since December 2005. Since June 16, 2013 the Company's shares had been included in the Tel-Aviv 100 Index. In January 28, 2016, the Company delisted from trading in the TASE.
 
Silicom markets its products directly, through Original Equipment Manufacturers (“OEMs”) which sell the Company’s connectivity products under their own private labels or incorporate the Company’s products into their products.
In these financial statements the terms "Company" or "Silicom" refer to Silicom Ltd. and its wholly owned subsidiaries, Silicom Connectivity Solutions, Inc. (hereinafter - "Silicom Inc.") and FiberblazeSilicom Denmark A/S (Fiberblaze A/S) (hereinafter - "Fiberblaze"– "Silicom Denmark"), whereas the term "subsidiaries" refers to Silicom Inc. and Fiberblaze.Silicom Denmark.
 

On 7 October 2023, Hamas terrorists infiltrated into Israel from Gaza and carried out a terrorist attack on Israeli communities. Israeli forces subsequently began a counter-attack in Gaza, and the Israeli government has declared that Israel is at war. The war between Israel and Hamas may affect the security situation in Israel and therefore could adversely affect the Company's business, financial condition and results of operations. As of December 31, 2023, the war did not have a material effect of the Company's business, financial condition and results of operations.

F - 11

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies
 
The significant accounting policies, which are applied consistently throughout the periods presented, are as follows:
 
 A.
Financial statements in US dollars
 
Substantially all sales of the Company are made outside of Israel (see Note 12A13A regarding geographical distribution), in US dollars ("dollars"). Most purchases of materials and components, and a significant part of the marketing costs are made or incurred, primarily in dollars. Therefore, the functionaldollar is the currency ofthat represents the principal economic environment in which the Company operates and is the dollar.thus its functional currency.
 
Transactions and monetary balances originally denominated in otherdollars are presented at their original amounts. Balances in non-dollar currencies are translated into the functional currencydollars using thehistorical and current exchange rate.
All exchange gainsrates for non-monetary and losses from remeasurement of monetary balance sheet items denominated inbalances, respectively. For non-dollar currencies aretransactions reflected in earnings when they arise.
F - 9
the statements of operations, the transaction date exchange rates are used. Depreciation, amortization and other changes deriving from non-monetary items are based on historical exchange rates. The resulting transaction gains or losses are recorded as net financial income or expenses.

Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
 B.
Basis of presentation
 
The accompanying consolidated financial statements have been prepared with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

F - 12

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of significant Accounting Policies (cont’d)
 
 C.
Estimates and assumptions
 
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include credit loss, income taxes, impairment of inventories, impairment of goodwill, capitalized software costs and the useful lives of PPE, deferred tax assets, inventory, investments, goodwill, intangible assets, share-based compensation and other contingencies.
D.Business combinations
The Company accounts for business combination in accordance with ASC No. 805, "Business Combinations". ASC No. 805 requires recognition of assets acquired and liabilities assumed at the acquisition date, measured at their fair values as of that date. Any excess ofassumptions used to estimate the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in the consolidated statements of operations.
share-based compensation.

 E.D.
Cash and cash equivalents
 
The Company considers highly liquid investments with original maturities of three months or less from the date of deposit to be cash equivalents.

 F.E.Short-term bank deposits
Marketable securities
 
Short term bank deposits consist of bank deposits with original maturities of more than three months and up to twelve months.
G.Marketable securities
The Company classifies its marketable securities as held-to-maturity as they are debt securities in which the Company has the intent and ability to hold to maturity. Held-to-maturity (HTM) debt securities are recorded at amortized cost adjusted for the amortization or accretion of premiums or discounts.
 
Premiums and discounts on debt securities are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method.
F - 10
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
G.
Marketable securities (cont’d)
Such amortization and accretion isare included in the "Financial income, net" line item in the consolidated statements of operations.
 
When other-than-temporary impairment has occurred,
The Company recognizes current expected credit losses for financial assets held at amortized cost. The Company uses forward-looking information to calculate credit loss estimates.

F - 13

Silicom Ltd. and its Subsidiaries

Notes to the amountConsolidated Financial Statements

Note 2 - Summary of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss.significant Accounting Policies (cont’d)
 
A decline in the market value of HTM security below cost that is deemed to be other than temporary results in an impairment to reduce the carrying amount to fair value. To determine whether an impairment is other than temporary, the Company considers all available information relevant to the collectibility of the security, including past events, current conditions, and reasonable and supportable forecasts when developing estimate of cash flows expected to be collected. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.
If the Company intends to sell the security or it is more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings.
 H.F.
Trade accounts receivable, net
 
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows.
The Company maintains anpresents accounts receivable in the consolidated balance sheets net of allowance for doubtful accountsexpected credit losses for estimated losses inherent in itspotential uncollectible amounts. The Company estimates the collectability of accounts receivable portfolio. In establishingbalances and adjust the required allowance managementfor expected credit losses based on the Company's assessment of collectability by reviewing accounts receivable on an aggregated basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. The Company also considers historical losses adjusteda number of factors to take into account current market conditionsassess collectability, including the past due status, creditworthiness of the specific customer, payment history and its customers’ financial condition, the amountreasonable and supportable forecasts of receivables in dispute, and the current receivables aging and current payment patterns.future economic conditions.
 
As of December 31, 20142022 and 2015, the provision2023, allowance for doubtful accounts receivablecredit losses amounted to US$ 20 thousand.

 I.G.
Inventories
 
Inventories are stated at the lower of cost or market.and net realizable value. Cost is determined using the "weighted average-cost" method.
The Company writes down obsolete or slow moving inventory to its market value, on a quarterly basis.
F - 11
net realizable value.

Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
 J.H.
Assets held for employees’ severance benefits
 
Assets held for employees’ severance benefits represent contributions to severance pay funds and cash surrender value of insurance policies. The assets are recorded at their current cash redemption value.

 K.I.
Property, plant and equipment
 
Property, plant and equipment are stated at cost, net of accumulated depreciation.depreciation. Depreciation is calculated on thea straight-line basis over the estimated useful life of the assets at the following annual rates:
 
 
%
Machinery and equipment
15 - 33
Office furniture and equipment
6 - 33
Leasehold improvements
10 - 20
*
 
*  Over the shorter term of the lease or the useful life of the asset

F - 14

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of significant Accounting Policies (cont’d)
 L.J.
Goodwill and other intangible assets
 
Goodwill reflects the excess of the purchase price of business acquired over the fair value of net assets acquired. Goodwill is not amortized but instead is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
 
The Company operates in one operating segment and this segment comprises one reporting unit.
 
Goodwill is reviewed for impairment at least annually in accordance with ASU 2011-08, Testing Goodwill for Impairment. ASU 2011-08 provides an entity the option to perform aThe Company may first assess qualitative assessmentfactors to determine whether it is more likely than-notthan not that the fair value of a reporting unit is less than its carrying amount prior to performingamount. If the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. IfCompany performs a qualitative assessment and concludes that it is more likely than-notthan not that the fair value of a reporting is greater thanunit exceeds its carrying amount,value, goodwill is not considered impaired and the two-step goodwill impairment test is not required. However, if the Company concludes otherwise, it is then required to perform a quantitative assessment for goodwill impairment.
 
If the two-stepThe Company performs its quantitative goodwill impairment test is required, first,by comparing the fair value of theits reporting unit is compared with its carrying value. If the reporting unit’s carrying value is determined to be greater than its fair value, an impairment charge is recognized for the amount (including goodwill).by which the carrying value exceeds the reporting unit’s fair value. If the fair value of the reporting unit is lessdetermined to be greater than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value ofapplicable goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed. During the year ended December 31, 2015, no impairments were found and therefore no impairment losses were recorded.
F - 12
impaired.
 
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
L.Goodwill and other intangible assets (cont’d)
Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives of up to 3 years. The acquired customer relationships, current technology, intellectual property and backlog are amortized over their estimated useful lives in proportion to the economic benefits realized. This accounting policy results in the amortization of such intangible assets in the straight-line method.
 
For the years ended December 31, 2021 and 2022, no impairment losses were recorded.
The Company recorded an impairment loss of US$ 5,264 thousand in the year ended December 31, 2023, for two capitalization of software development costs projects, that will no longer be utilized by the Company. See note 8.
The Company recorded a goodwill impairment loss of US$ 25,561 thousand in the year ended December 31, 2023. See note 16.

 M.K.
Impairment of Long-Lived Assetslong-lived assets
 
In accordance with Impairment or Disposal of Long-Lived Assetslong-lived assets Subsections of FASB ASC Subtopic 360-10, Property, Plant, and Equipment - Overall long-lived– Overall. Long-lived assets, such as property, plant, equipment and purchasedefinite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or an asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary.
N.Revenue recognition
Revenues from sales of products are recognized upon delivery provided that the collection of the resulting receivable is reasonably assured, there is persuasive evidence of an arrangement, no significant obligations in respect of installation remain and the price is fixed or determinable.
Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenues in the consolidated statements of operations.
O.Research and development costs
Research and development costs are expensed as incurred.

F - 1315

Silicom Ltd. and its Subsidiaries

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of significant Accounting Policies (cont’d)
 
 P.L.
Leases
The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize right-of-use ("ROU") assets or lease liabilities, but recognizes lease expenses over the lease term on a straight-line basis.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.
As of December 31, 2023, all of the Company's leases are operating leases.
On the commencement date, the lease payments shall include variable lease payments that depend on an index (such as the Consumer Price Index), initially measured using the index at the commencement date. The Company does not remeasure the lease liability for changes in future lease payments arising from changes in an index unless the lease liability is remeasured for another reason. Therefore, after initial recognition, such variable lease payments are recognized in profit or loss as they are incurred.
Variable payments that depends on use of the underlying asset are not included in the lease payments. Such variable payments are recognized in profit or loss in the period in which the event or condition that triggers the payment occurs.
The Company’s incremental borrowing rate for a lease is the rate of interest that it would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
After lease commencement, the Company measures the lease liability at the present value of the remaining lease payments using the discount rate determined at lease commencement (as long as the discount rate hasn’t been updated as a result of a reassessment event). The Company subsequently measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term.

The Company’s lease agreements have remaining lease terms of 1 to 7 years. Some of these agreements include options to terminate the leases immediately. During the year ended December 31, 2023, the Company reached agreements with the lessors to terminate two leases, and accordingly the Company derecognized right of use assets and lease liabilities in the amount of US$ 620 thousand.

Some of our vehicle lease agreements include rental payments based on the actual usage of the vehicles and other lease agreements include rental payments adjusted periodically for inflation. The agreements related to leases in Israel are in Israeli Shekel ("ILS") or in ILS linked to the Israeli Consumer Price Index or to the US Dollars. The agreements related to leases in the USA are in US Dollars and the agreements related to leases in Denmark are in Danish Krone ("DKK"). The Company’s lease agreements do not contain any residual value guarantees. See Note 10.

F - 16

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of significant Accounting Policies (cont’d)
M.
Revenue recognition
The Company derives revenues primarily from the sale of networking and data infrastructure solutions.
The Company recognizes revenue upon transfer of control of the promised goods in a contract with a customer in an amount that reflects the consideration the Company expects to receive in exchange for those products. Transfer of control occurs once the customer has the contractual right to use the product, generally upon shipment or once delivery and risk of loss has transferred to the customer. The Company accounts for a contract with customer when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Each of the Company's contracts includes one type of performance obligation. The Company evaluates each distinct performance obligation within a contract, whether it is satisfied at a point in time or over time. Most of the Company's revenues are recognized at a point in time. Revenue is recognized over time for sales of goods manufactured to unique customer specifications, in which the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date if the customer were to terminate the contract. Revenue recognized over time is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials and overhead.

N.
Cost of sales
Cost of sales consist primarily of production costs of finished goods manufactured by the Company, with assistance of sub-contractors, from (i) components purchased from third parties, and (ii) sub-assemblies manufactured by sub-contractors under the Company’s directions and supervision as well as employee-related expenses and overhead expenses of the Company’s production lines.

O.
Research and development costs and capitalized software development costs
Software development costs (mainly salary) related to programmable components incorporated into the Company's products, are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. The Company has determined that technological feasibility for its software components of hardware products is reached after all high-risk development issues have been resolved through coding and testing. In addition, management applied judgment in determining when to cease the capitalization of costs related to internal use software that will be placed in service.

Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. The amortization of these costs is included in cost of revenue over the estimated life of the products. Other costs incurred in the research and development of the Company’s products are expensed as incurred.

F - 17

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of significant Accounting Policies (cont’d)
P.
Allowance for product warranty
 
The Company grants serviceassurance-type warranties related to certain products to end-users. The Company estimates its obligation for such warranties to be immaterial on the basis of historical experience. Accordingly, these financial statements do not include an accrual for warranty obligations.

 Q.
Treasury shares
 
Treasury shares are recorded at cost and presented as a reduction of shareholders' equity. The Company reissues treasury shares under the Global Share Incentive Plan (2013), upon exercise of options and upon vesting of restricted stock units ("RSU"). Reissuance of treasury shares, based on the Company's policy of first-in, first-out (FIFO), is accounted for in accordance with ASC 505-30 whereby gains are credited to additional paid-in capital and losses are charged to additional paid-in capital to the extent that previous net gains are included therein and otherwise to retained earnings.

 R.
Income taxes
 
Deferred
Deferred taxes are accounted for under the asset and liability method based on the estimated future tax effects of temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are presented as non-current assets and liabilities and measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of incomeuncertain tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured atas the largest amount that is greater than 50%50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Taxes which would apply in the event of disposal of investments in foreign subsidiaries have not been taken into account in computing the deferred taxes, as the Company's intention is to hold, and not to realize the investments.

 S.
Share-based compensation
 
The Company recognizes compensation expense based on estimated grant date fair value in accordance with ASC Topic 718, Compensation -Stock Compensation as follows:
When portions of an award vest in increments during the requisite service period (graded-vesting award), the Company’s accounting policy is to recognize compensation cost for the award over the requisite service period for each separately vesting portion of the award.

F - 18

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of significant Accounting Policies (cont’d)
 
 T.S.
Share-based compensation (cont’d)
Equity awards granted to employees are accounted for using the grant date fair value method. The grant date fair value is determined as follows: for stock options using the Binomial option-pricing model and for restricted stock units (“RSUs”) based on the market value of the Company’s stock on the date of grant, less an estimate of dividends that will not accrue to RSUs holders prior to vesting. The fair value of share based payment awards is recognized as an expense over the vesting period. The expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market. For awards with market conditions, compensation expense is not reversed if the market conditions are not satisfied.

T.
Basic earnings (loss) and diluted earnings (loss) per share
 
Basic incomeearnings (loss) per ordinary share is calculated by dividing the net income attributable to ordinary shares, by the weighted average number of ordinary shares outstanding.outstanding (net of treasury shares). Diluted incomeearnings (loss) per ordinary share calculation is similar to basic incomeearnings (loss) per ordinary share except that the weighted average of commonordinary shares outstanding is increased to include outstanding potential commonordinary shares during the period if dilutive. Potential commonordinary shares arise from stock options and RSUs, and the dilutive effect is reflected by the application of the treasury stock method.

F - 14
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
 
Note 2 - Summary of significant Accounting Policies (cont’d)
T.Basic and diluted earnings per share (cont’d)
The following table summarizes information related to the computation of basic and diluted incomeearnings (loss) per ordinary share for the years indicated.

  
Year ended December 31
 
  
2021
  
2022
  
2023
 
Net earnings (loss) attributable to ordinary shares
         
 (US$ thousands)
  
10,541
   
18,306
   
(26,413
)
             
Weighted average number of ordinary shares outstanding
            
 used in basic earnings (loss) per ordinary share calculation
  
6,825,630
   
6,696,671
   
6,699,813
 
             
Add of outstanding dilutive potential ordinary shares
  
143,172
   
99,748
   
-
 
             
Weighted average number of ordinary shares outstanding
            
 used in diluted earnings (loss) per ordinary share calculation
  
6,968,802
   
6,796,419
   
6,699,813
 
             
Basic earnings (loss) per ordinary shares (US$)
  
1.544
   
2.733
   
(3.942
)
             
Diluted earnings (loss) per ordinary shares (US$)
  
1.513
   
2.694
   
(3.942
)
             
Weighted average number of shares related to options
            
 and RSUs excluded from the diluted earnings per share
            
 calculation because of anti-dilutive effect
  
65,534
   
251,868
   
69,005
 

F - 19

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies (cont’d)
 
  Year ended December 31 
  2013  2014  2015 
Net income attributable to ordinary shares         
 (US$ thousands)  17,077   14,605   16,520 
             
Weighted average number of ordinary shares outstanding            
 used in basic income per ordinary share calculation  7,103,021   7,184,114   7,268,536 
             
Add assumed exercise of outstanding dilutive potential            
 ordinary shares  143,011   134,792   99,448 
             
Weighted average number of ordinary shares outstanding            
 used in diluted income per ordinary share calculation  7,246,032   7,318,906   7,367,984 
             
Basic income per ordinary shares (US$)  2.404   2.033   2.273 
             
Diluted income per ordinary shares (US$)  2.357   1.996   2.242 
             
The weighted average number of shares related  to options            
 and RSUs excluded from the diluted earnings per share            
 calculation because of anti-dilutive effect  -   37,304   43,181 
 
U.
Comprehensive Income
 
For the years ended December 31, 2013, 20142021, 2022 and 2015,2023, comprehensive income equals net income.
 
 
V.
Fair Value Measurements
 
The Company's financial instruments consist mainly of cash and cash equivalents, short-term bank deposits, marketable securities, trade and other receivables and trade accounts payable and other payable. The carrying amounts of these financial instruments, except for marketable securities, approximate their fair value because of the short maturity of these investments.instruments. The fair value of marketable securities is presented in Note 54 to these consolidated financial statements. Assets held for severance benefits are recorded at their current cash redemption value.
 
F - 15
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies (cont’d)
V.Fair Value Measurements (cont’d)
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
 
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
 
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
 
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

F - 20

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies (cont’d)
 
 
W.
Concentrations of risks
 
 
(1)
Credit risk
Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, short-term bank deposits, marketable securities, trade receivables and assets held for employees’ severance benefits. Cash and cash equivalents balances of the Company, which are subject to credit risk, consist of cash accounts held with major financial institutions. Short-term bank deposits balances of the Company, which are subject to credit risk, consist of short-term bank deposits held with a major Israeli Bank. Marketable securities consist of held to maturity marketable securities issued by highly rated corporations. As of December 31, 20142022 and 2015,2023, the ratings of the securities in the Company's portfolio werewas at least BBB+.A-. Nonetheless, these investments are subject to general credit and counterparty risks (such as that the counterparty to a financial instrument fails to meet its contractual obligations). Concentrations of credit risk with respect to trade receivables are limited due to the Company’s diverse customer base and their wide geographical dispersion. The Company closely monitors extensions of credit and has never experienced significant credit losses.
 
 
(2)
Significant customers
The Company depends on a small amount of customers for its products. The Company'sCompany's top threetwo ultimate customers accounted for approximately 35%30% of its revenues in 2015.2023. In addition, out of the trade receivable as of December 31, 2023, an amount of US$ 14,265 thousand is due to one customer. The Company expects that a small number of customers will continue to account for a significant portion of its revenues for the foreseeable future. See Note 13.

 
X.
Liabilities for loss contingencies
 
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Y.
New accounting pronouncements
 
Recently issued accounting pronouncements, not yet adopted.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.
Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures.

F - 1621

Silicom Ltd. and its Subsidiaries

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies (cont’d)
Y.Recent Accounting Pronouncements
(1)In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
(2)
In July 2015, the FASB issued ASU 2015-11, which, for entities that do not measure inventory using the last-in, first-out (LIFO) or retail inventory method, changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. The ASU also eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. This ASU is effective in fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.  This ASU is to be applied prospectively. Early adoption is permitted as of the beginning of an interim or annual period.

(3)In September 2015, the FASB issued ASU 2015-16, which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted.

(4)
In November 2015, the FASB issued ASU 2015-17, which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The ASU is effective for interim and annual periods in fiscal years beginning after December 15, 2016. Early adoption is permitted.

(5)
In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize most of their leases on balance sheet as a right-of-use asset and a lease liability. The ASU is effective for interim and annual periods in fiscal years beginning after December 15, 2018. Early adoption is permitted.

F - 17
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 3 – Acquisitions
A.ADI Engineering, Inc.
On October 28, 2015 (hereinafter – "closing date") the Company acquired certain assets from ADI Engineering, Inc. (hereinafter – "ADI"), a privately-held, US-based provider of custom embedded communications and networking products, for an aggregate purchase price of US$ 10,000 thousand in cash and estimated contingent consideration of US$ 7,802 thousand in cash and in options to ordinary shares, payable in three yearly payments, after the closing, subject to the attainment of certain performance milestones until December 31, 2017. The fair value measurement of the contingent consideration is classified at level 3 of the fair value hierarchy (see Note 2V). Of the total purchase price of US$ 17,802 thousand, US$ 222 thousand was attributed to tangible assets, US$ 4,261 thousand was attributed to intangible assets and US$ 13,319 thousand was attributed to goodwill. The goodwill is primarily attributable to the synergies expected to arise after the acquisition. The goodwill recognized is expected to be deductible for income tax purposes for 10 years.
If new information is obtained within one year from the acquisition date about facts and circumstances that existed at the acquisition date, the Company will retrospectively adjust the relevant amounts that were recognized at the time of the acquisition.
Pro forma results of operations for this acquisition have not been presented because it is not material to the consolidated results of operations.
In connection with the first contingent payment consideration, the Company is obligated to pay ADI an amount of US$ 3,000 thousand as the first milestone was achieved. This obligation is included as part of the other accounts payable and accrued expenses on the balance sheet. In addition, the company maintains a US$ 4,942 thousand liability on its balance sheet as of December 31, 2015 in connection with the contingent consideration.
B.Fiberblaze
On December 10, 2014 (hereinafter – "closing date"), the Company completed the acquisition of all of the outstanding shares and voting interests of Fiberblaze, a provider of high performance application acceleration solutions, for an aggregate purchase price of US$ 10,161 thousand in cash and estimated contingent consideration of US$ 4,683 thousand in cash and in options to ordinary shares, subject to the attainment of certain performance milestones until August 31, 2015. The fair value measurement of the contingent consideration is classified at level 3 of the fair value hierarchy (see Note 2V). Of the total estimated purchase price of US$ 14,844 thousand, US$ 2,022 thousand was attributed to tangible assets, US$ 1,996 thousand was attributed to intangible assets, US$ 12,242 thousand was attributed to goodwill and US$ 1,416 was attributed to liabilities assumed. The goodwill is primarily attributable to the synergies expected to arise after the acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes.
Pro forma results of operations for this acquisition have not been presented because it is not material to the consolidated results of operations.
In connection with the contingent payment consideration, the Company is obligate to pay to the Fiberblaze sellers an amount of US$ 1,498 thousand as the milestones were partly achieved. This obligation is included as part of the other accounts payable and accrued expenses on the balance sheet.
F - 18
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 4 - Cash and Cash Equivalents
  December 31 
  2014  2015 
  US$ thousands 
       
Cash  14,172   12,329 
Cash equivalents *  3,718   5,849 
   17,890   18,178 
Note 3 - Cash and Cash Equivalents
 
*Comprised mainly of deposits in banks as at December 31, 2014 and 2015 carrying a weighted average interest rate of 0.14% and 0.11%, respectively.
  
December 31
 
  
2022
  
2023
 
  
US$ thousands
 
       
Cash
  
24,016
   
42,009
 
Cash equivalents *
  
6,718
   
4,963
 
   
30,734
   
46,972
 
 
*
Comprised mainly of bank deposits in USD as at December 31, 2022 and 2023 carrying a weighted average interest rate of 3.10% and 4.57%, respectively.

F - 22

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

F - 19
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 5
Note 4 - Marketable Securities
   
The Company's investment in marketable securities as of December 31, 2022 and 2023 are classified as ''held-to-maturity'' and consist of the following:
     
Gross
  
Gross
    
     
unrealized
  
unrealized
    
  
Amortized
  
holding
  
holding
  
Aggregate
 
  
cost basis**
  
gains
  
(losses)
  
fair value*
 
  
US$ thousands
 
At December 31, 2023
            
Held to maturity:
            
Corporate debt securities and government debt securities
            
Current
  
8,022
   
-
   
(121
)
  
7,901
 
Non-Current (1 to 3 years)
  
16,742
   
-
   
(558
)
  
16,184
 
   
24,764
   
-
   
(679
)
  
24,085
 
                 
At December 31, 2022
                
Held to maturity:
                
Corporate debt securities and government debt securities
                
Current
  
4,038
   
-
   
(111
)
  
3,927
 
Non-Current (1 to 4 years)
  
15,283
   
-
   
(1,214
)
  
14,069
 
                 
   
19,321
   
-
   
(1,325
)
  
17,996
 
*
Fair value is being determined using Level 2 inputs.
**
Including accrued interest in the amount of US$ 138 thousand and US$ 188 thousand as of December 31, 2022 and 2023, respectively.
The accrued interest is presented as part of other receivables on the balance sheet.

F - 23

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 4 - Marketable Securities (Cont’d)
Activity in marketable securities in 2023 and 2022
US$ thousands
Balance at January 1, 2022
32,266
     
Purchases of marketable securities
3,998
The Company's investmentChanges in marketable securities, asnet
(914
)
Proceeds from maturity of December 31, 2014 and 2015 are classified as “held-to-maturity” and consist of the following:marketable securities
     Gross  Gross    
     unrealized  unrealized    
  Amortized  holding  holding  Aggregate 
  cost basis**  gains  (losses)  fair value* 
  US$ thousands 
At December 31, 2015            
Held to maturity:            
Corporate debt securities            
Current  8,720   -   (90)  8,630 
Non-Current  24,418   -   (255)  24,163 
                 
   33,138   -   (345)  32,793 
                 
At December 31, 2014                
Held to maturity:                
Corporate debt securities                
Current  15,328   -   (69)  15,259 
Non-Current  20,536   -   (271)  20,265 
                 
   35,864   -   (340)  35,524 
*Fair value is being determined using quoted market prices in active markets (Level 1). 
(16,029
)
**
Including accrued interest in the amount of US$ 339 thousand and US$ 256 thousand as of December 31, 2014 and 2015 respectively.
The accrued interest is presented as part of other account receivable on the balance sheet.
Activity in marketable securities in 2015US$ thousands
Balance at January 1, 201535,864
Purchases of marketable securities12,935
Discount on marketable securities, net(561)
Proceeds from maturity of marketable securities(15,100)
Balance at December 31, 201533,138
F - 20
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 5 - Marketable Securities (Cont’d)
The following table summarizes the gross unrealized losses on investment securities for which other-than-temporary impairments have not been recognized and the fair value of those securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2015:
  Less than 12 months  12 months or more  Total 
  
Unrealized
Losses
  Fair value  
Unrealized
Losses
  Fair value  
Unrealized
Losses
  Fair value 
Held to maturity:
                    
Corporate debt securities  (138)  12,789   (207)  20,004   (345)  32,793 
The unrealized losses on the investments were caused by changes in interest rate. The Company has the ability and intent to hold these investments until maturity and it is more likely than not that the Company will not be required to sell any of the securities before recovery; therefore these investments are not considered other than temporarily impaired.
Note 6 - Inventories     
Balance at January 1, 2023
19,321
  December 31 
  2014  2015 
  US$ thousands 
       
Raw materials and components  8,275   9,598 
Products in process  11,263   9,013 
Finished products  5,911   7,710 
   25,449   26,321 
Purchases of marketable securities
9,623
Changes in marketable securities, net
(180
)
Proceeds from maturity of marketable securities
(4,000
F - 21)
Balance at December 31, 2023
24,764
The following table summarizes the gross unrealized losses or gains on investment securities and the fair value of those securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss or gain position, at December 31, 2023:
 
  
Less than 12 months
  
12 months or more
  
Total
 
Held to maturity:
 
Unrealized Losses
  
Fair value
  
Unrealized Losses
  
Fair value
  
Unrealized Losses
  
Fair value
 
                   
Corporate debt securities and government debt securities
  
(99
)
  
8,690
   
(580
)
  
15,395
   
(679
)
  
24,085
 
The unrealized losses or gains on the investments were caused by changes in interest rate. The Company has the ability and intent to hold these investments until maturity and it is more likely than not that the Company will not be required to sell any of the securities before recovery.

F - 24

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 5 - Other Receivables
  
December 31
 
  
2022
  
2023
 
  
US$ thousands
 
       
Advances to suppliers
  
421
   
136
 
Government authorities
  
1,437
   
2,030
 
Prepaid expense
  
936
   
829
 
Other receivables
  
826
   
693
 
   
3,620
   
3,688
 
Note 6 - Inventories
  
December 31
 
  
2022
  
2023
 
  
US$ thousands
 
       
Raw materials and components
  
71,861
   
36,979
 
Products in process
  
12,417
   
9,189
 
Finished products
  
3,707
   
5,339
 
   
87,985
   
51,507
 
 
In the years ended December 31, 2021, 2022 and 2023, the Company recorded inventory write-downs in the amount of US$ 5,246 thousand, US$ 3,002 thousand and US$ 6,433 thousand, respectively.

Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 7 - Property, Plant and Equipment, Net
Note 7 - Property, Plant and Equipment, Net
  
December 31
 
  
2022
  
2023
 
  
US$ thousands
 
       
Machinery and equipment
  
19,298
   
20,460
 
Office furniture and equipment
  
1,190
   
1,229
 
Leasehold improvements
  
3,472
   
3,547
 
         
Property, plant and equipment
  
23,960
   
25,236
 
         
Accumulated depreciation
  
(19,472
)
  
(21,684
)
         
Property, Plant and equipment, net
  
4,488
   
3,552
 

Depreciation expense for the years ended December 31, 2021, 2022 and 2023 were US$ 2,009 thousand, US$ 2,208 thousand and US$ 2,212 thousand, respectively.

F - 25

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

  December 31 
  2014  2015 
  US$ thousands 
       
Machinery and equipment  5,338   6,906 
Office furniture and equipment  433   608 
Leasehold improvements  1,023   2,205 
         
Property, plant and equipment  6,794   9,719 
         
Accumulated depreciation  (4,336)  (5,894)
         
Property, Plant and equipment, net  2,458   3,825 
         
Depreciation expense for the years ended December 31, 2013, 2014 and 2015 were US$ 639 thousand, US$ 891 thousand and US$ 1,599 thousand, respectively.
F - 22
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 8 - Goodwill and Other Intangible Assets
A.Goodwill
Changes in goodwill as of December 31, 2015 are as follows:
 
US$ thousands
Balance at January 1, 2014-
     
Business acquisition (see Note 3B)12,242
     
December 31
 
     
2022
  
2023
 
  
Useful life
  
US$ thousands
 
Original cost:
         
Capitalization of software development costs
 
8
   
9,081
   
4,909
 
Licenses
 
3
   
633
   
633
 
      
9,714
   
5,542
 
Accumulated amortization:
           
Capitalization of software development costs
     
2,431
   
2,695
 
Licenses
     
573
   
594
 
      
3,004
   
3,289
 
            
Intangible assets, net:
           
Capitalization of software development costs
     
6,650
   
2,214
 
Licenses
     
60
   
39
 
      
6,710
   
2,253
 
Amortization expense for the years ended December 31, 2021, 2022 and 2023 were US$ 428 thousand, US$ 207 thousand and US$ 285 thousand, respectively. The estimates amortization of capitalized software development costs in relation to developments that were available for general release to customers, as of December 31, 2023, are US$ 303 thousand in 2024, US$ 451 thousand in 2025 and US$ 501 thousand in each of the years 2026 through 2028. The Company recorded an impairment loss of US$ 5,264 thousand in the year ended December 31, 2023, for two capitalization of software development costs projects, that will no longer be utilized by the Company. The impairment was recorded in cost of sales.

Note 9 - Other accounts payable and accrued expenses
 
  
December 31
 
  
2022
  
2023
 
  
US$ thousands
 
       
Accrued expenses
  
2,338
   
2,008
 
Employee benefits
  
5,958
   
3,675
 
Government authorities
  
663
   
520
 
Other payables
  
682
   
465
 
   
9,641
   
6,668
 

F - 26

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 10 - Leases
Balance at January 1, 201512,242 
A.
The components of operating lease cost for the year ended December 31, 2021, 2022 and 2023 were as follows:
  
Year ended
December 31
 
  
2021
  
2022
  
2023
 
  
US$ thousands
 
Operating lease costs (mainly plant and offices)
  
1,921
   
1,872
   
1,799
 
Variable lease payments not included in the lease liability
  
8
   
62
   
103
 
Short-term lease cost
  
278
   
273
   
248
 
Total operating lease cost
  
2,207
   
2,207
   
2,150
 
B.
Supplemental cash flow information related to operating leases was as follows:
  
Year ended
December 31
 
  
2021
  
2022
  
2023
 
  
US$ thousands
 
Cash paid for amounts included in the measurement of lease liabilities:
         
Operating cash flows from operating leases
  
1,887
   
1,847
   
1,662
 
Right-of-use assets obtained in exchange for lease liabilities (non-cash):
     
Additions of operating leases
  
451
   
1,269
   
388
 
Termination of operating leases  -   -   (620

)

C.
Supplemental balance sheet information related to operating leases was as follows:
  
December 31
 
  
2022
  
2023
 
  
US$ thousands
 
Operating leases:
      
Operating leases right-of-use
  
8,441
   
6,466
 
         
Current operating lease liabilities
  
1,549
   
2,070
 
Non-current operating lease liabilities
  
6,291
   
3,877
 
Total operating lease liabilities
  
7,840
   
5,947
 

F - 27

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 10 - Leases (cont’d)
D.
Supplemental balance sheet information related to operating leases was as follows (cont’d):
   
Business acquisition (see Note 3A)13,319
Balance at December 31, 201525,561
B.Other intangible assets
  
December 31
 
  
2022
  
2023
 
  
US$ thousands
 
       
Weighted average remaining lease term (years)
  
7.7
   
5.8
 
         
Weighted average discount rate
  
2.9
%
  
2.3
%
E.
Net other intangible assetsFuture lease payments under non-cancellable leases as of December 31, 2015 are2023 were as follows:
     December 31 
     2014  2015 
  Useful life  US$ thousands 
Original cost:         
Intellectual property  3   200   200 
Current technology  3   1,456   3,833 
Customer relationships  3   540   1,937 
Backlog  0.4   -   487 
       2,196   6,457 
Accumulated amortization:            
Intellectual property      87   154 
Current technology      28   654 
Customer relationships      10   272 
Backlog      -   213 
       125   1,293 
             
Other intangible assets, Net:            
Intellectual property      113   46 
Current technology      1,428   3,179 
Customer relationships      530   1,665 
Backlog      -   274 
       2,071   5,164 
             
Amortization expense for the years ended December 31, 2013, 2014 and 2015 were US$ 20 thousand, US$ 105 thousand and US$ 1,168 thousand, respectively.
F - 23
 
Silicom Ltd. and its Subsidiaries
  
December 31, 2023
 
  
US$ thousands
 
    
2024
  
1,346
 
2025
  
1,100
 
2026
  
981
 
2027
  
797
 
2028  771 
After 2028
  
1,413
 
Total operating lease payments
  
6,408
 
Less: imputed interest
  
(461
)
Present value of lease liabilities
  
5,947
 

F - 28

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
Note 911 - Assets Held and Liability for Employees' Severance Benefits
 
 A.A.
Under Israeli law and labor agreements, Silicom is required to make severance payments to retired or dismissed employees and to employees leaving employment in certain other circumstances.
 
In respect of the liability to the employees, individual insurance policies are purchased and deposits are made with recognized severance pay funds.
 
The liability for severance pay is calculated on the basis of the latest salary paid to each employee multiplied by the number of years of employment. The liability is covered by the amounts deposited including accumulated income thereon as well as by the unfunded provision.
 
 B.
According to Section 14 to the Severance Pay Law ("Section 14") the payment of monthly deposits by a companyCompany into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to the employees that have entered into agreements with the companyCompany pursuant to such Section 14. Commencing July 1, 2008, the Company has entered into agreements with a majority of its employees in order to implement Section 14. Therefore, as of that date, the payment of monthly deposits by the Company into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to those employees that have entered into such agreements and therefore the Company incurs no additional liability since that date with respect to such employees. Amounts accumulated in the pension funds or insurance policies pursuant to Section 14 are not supervised or administrated by the Company and therefore neither such amounts nor the corresponding accrual are reflected in the balance sheet.
 
 C.C.
Consequently, the assets held for employees' severance benefits reported on the balance sheet, in respect of deposits for those employees who have signed agreements pursuant to Section 14, represent the redemption value of deposits made through June 30, 2008. The liability for employee severance benefits, with respect to those employees, represents the liability of the Company for employees' severance benefits as of June 30, 2008.
 
As a result of the implementation of Section 14, as described above, the liability with respect to those employees is calculated on the basis of number of years of employment as of June 30, 2008, multiplied by the latest salary paid. The liability is covered by the amounts deposited, including accumulated income thereon, as well as by the unfunded provision. Such liability will be removed, either upon termination of employment or retirement.
 
 D.D.
Expenses recorded with respect to employees' severance payments for the years ended December 31, 2013, 20142021, 2022 and 20152023, mainly attributed to Section 14, were US$ 5781,104 thousand, US$ 4321,194 thousand and US$ 543878 thousand, respectively.
F - 24
 
Silicom Ltd. and its Subsidiaries

F - 29

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 10 - Commitments and Contingencies
Lease commitments
The premises and facilities occupied by the Company are leased under various operating lease agreements. Furthermore, the Company has entered into several operating lease agreements for motor vehicles in Israel.
The agreements related to leases in Israel are in Israeli Shekel (“ILS”) or in ILS, linked to the Israeli Consumer Price Index or to the US Dollars. The agreements related to leases in the USA are in US Dollars and the agreements related to leases in Denmark are in Danish Krone (“DKK”).
The minimum future rental payments under the above leases at exchange rates in effect on December 31, 2015, are as follows:
Year ended December 31  US$ thousands 
2016   1,434 
2017   582 
2018 and on   861 
Of the amounts above, US$ 24 thousand in 2016, relate to related parties.
Rental expenses under the lease agreements for the years ended December 31, 2013, 2014 and 2015 were US$ 837 thousand, US$ 1,243 thousand and US$ 1,403 thousand, respectively.

F - 25
Note 1112 - Shareholders' Equity
 
Capital and reserves
On May 2, 2019, the Company's Board of Directors authorized and began implementation of a one-year share repurchase plan to repurchase up to $15 million of the Company's ordinary shares. On April 30, 2020 the Company's Board of Directors authorized another one-year share repurchase plan allowing the Company to invest up to $15 million to repurchase its ordinary shares. This plan has begun as the previously announced $15 million one-year share repurchase plan was completed. On April 29, 2021 the Company's Board of Directors authorized another one-year share repurchase plan allowing the Company to invest up to $15 million to repurchase its ordinary shares. This plan has begun as the previously announced $15 million one-year share repurchase plan was completed. On May 1, 2023, the Company's Board of Directors authorized another one-year share repurchase plan allowing the Company to invest up to $15 million to repurchase its ordinary shares. This plan began on May 8, 2023. Repurchases may be made in the open market and will be in accordance with applicable securities laws and regulations. The timing and amount of each repurchase transaction may depend on a variety of factors. The share repurchase plan does not obligate the Company to acquire any specific number of ordinary shares and may be suspended or terminated at any time at management’s discretion.
Share based compensation
 
 A.
On JulyOctober 21, 2004,2013, the Board resolved subject to shareholders’ approval that was given on December 30, 2004, to adopt the Global Share OptionIncentive Plan (2004)(2013) (the "2004"2013 Plan"). Option grants and to reserve up to 500,000 ordinary shares for issuance under the 2013 Plan to employees, directors, officers and consultants of the Company or of any subsidiary or affiliate of the Company. In January 2018, our Board approved the increase of the number of ordinary shares reserved for issuance under the 20042013 Plan by 600,000 additional ordinary shares, and on January 27, 2022, the Board increased the number of our ordinary shares available for issuance by an additional 750,000 Ordinary. In October 2023, the Board approved the extension of our Global Share Incentive Plan (2013) by an additional ten years. Grants under the 2013 Plan, whether as options, restricted stock units, restricted stock or other equity based awards, including their terms, of vesting and the exercise price, are subject to the Board of Directors' approval. Option grantsGrants to directors and certain other officers are generally subject to the approvals of the Compensation Committee as well as Board of Directors, and grants to directors or a CEO (and under certain circumstances certain other officers) will also generally have to be approved by the Shareholders. The term of the options shall not exceed 10 years from the date that the option was granted.
 
The 2004 Plan initially covered up to 282,750 options and subsequent to an amendment by the board in 2007 it covered up to 582,750 options.   In August 2012, the Board of Directors increased the number of the ordinary shares available for issuance under the 2004 Plan by an additional 500,000. All options are at a conversion rate of 1:1.
On October 21, 2013 the Board resolved to adopt the Global Share Incentive Plan (2013) (the "2013 Plan") and to reserve up to 500,000 ordinary shares for issuance under the 2013 Plan to employees, directors, officers and consultants of the Company or of any subsidiary or affiliate of the Company. Grants under the 2013 Plan, whether as options, restricted stock units, restricted stock or other equity based awards, including their terms, are subject to the Board of Directors' approval. Grants to directors and certain other officers are generally subject to the approvals of the Compensation Committee as well as Board of Directors, and grants to directors or a CEO (and under certain circumstances certain other officers) will also have to be approved by the Shareholders.
 B.
Options or RSUs granted to Israeli residents may be granted under Section 102 of the Israeli Income Tax Ordinance pursuant to which the awards of options, or the ordinary shares issued upon their exercise, must be deposited with a trustee for at least two years following the date of grant. Under Section 102, any tax payable by an employee from the grant or exercise of the awards is deferred until the transfer of the awards or ordinary shares by the trustee to the employee or upon the sale of the awards or ordinary shares.Capital gains on awards granted under the plans are subjected to tax of 25% to be paid by the employee, and the Company is not entitled to a tax deduction. Gains which are not capital gains on awards under the plans are subjected to regular tax rates on individuals, and the Company is entitled to a tax deduction for such gains.
 
Capital gains on awards granted under the plans are subjected to tax of 25% to be paid by the employee, and the Company is not entitled to a tax deduction.
Gains which are not capital gains on awards under the plans are subjected to regular tax rates on individuals, and the Company is entitled to a tax deduction for such gains.

F - 2630

Silicom Ltd. and its Subsidiaries

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 1112 - Shareholders' Equity (cont'd)
 
Share based compensation (cont'd)
 
 C.
During 20142020, 2022 and 2015,2023, the Company granted 74,00086,000, 16,000 and 8,00086,000 RSUs respectively to certain of its directors, employees and consultants under the 2013 Plan. In relation to those grants:
 
 1.
The vesting period of the RSUs ranges between 2 to 3 years from the date of grant.
 
 2.
The fair value of RSUs is estimated based on the market value of the Company’s stock on the date of grant, less an estimate of dividends that will not accrue to RSUs holders prior to vesting.
 
 3.
The Company recognizes compensation expenses on these RSUs based on estimated grant date fair value, withassuming that no dividend yield is expected in any of the following assumptions:years.
  2014  2015 
Expected dividend yield  2.06%   3.22% 
Termination rate  4.35%   0% 

F - 2731

Silicom Ltd. and its Subsidiaries

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements


Note 1112 - Shareholders' Equity (cont'd)

 
Share based compensation (cont'd)
 
 D.
On July 28, 2015,January 31, 2019, the Company granted, in the aggregate, 89,907141,928 options to certain of its directors and employees under the 2013 Plan. In relation to this grant:
 
 1.
The exercise price for the options (per ordinary share) was US$ 26.9133.83 and the Option expiration date was the earlier to occur of: (a) July 28, 2023;January 31, 2027; and (b) the closing price of the shares falling below US$ 13.4616.92 at any time after the date of grant. The options vest and become exercisable on the second anniversary of the date of grant. As of December 31, 2023, all such outstanding options have expired by their terms.
 
 2.
The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Binomial option-pricing model with the following assumptions:

Average Risk-free interest rate (a)
  2.08%
2.55
%
Expected dividend yield
2.09%
Average expected volatility  (b)
  53.01%
0.0
Termination rate9%
%
Suboptimal rate (c)
Average expected volatility (b)
  3.4%
44.62
%
Termination rate
9
%
Suboptimal factor (c)
3.18
 
 
(a)
(a)
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant.
(b)
(b)
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market.
(c)
(c)
Suboptimal ratefactor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal ratefactor of the Company and similar companies.

F - 2832

Silicom Ltd. and its Subsidiaries

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
E.
On June 8, 2020, the Company granted, in the aggregate, 148,426 options to certain of its directors and employees under the 2013 Plan. In relation to this grant:
1.
The exercise price for the options (per ordinary share) was US$ 32.54 and the Option expiration date was the earlier to occur of: (a) June 8, 2028; and (b) the closing price of the shares falling below US$ 16.27 at any time after the date of grant. The options vest and become exercisable on the second anniversary of the date of grant. As of December 31, 2023, all such outstanding options have expired by their terms.
2.
The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Binomial option-pricing model with the following assumptions:
Average Risk-free interest rate (a)
0.75
%
Expected dividend yield
0.0
%
Average expected volatility (b)
45.29
%
Termination rate
9
%
Suboptimal factor (c)
3.16
(a)
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant.
 
Note 11
(b)
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market.
(c)
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies.

F - 33

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
F.
On June 3, 2021, the Company granted, in the aggregate, 133,925 options to certain of its directors and employees under the 2013 Plan. In relation to this grant:
1.
The exercise price for the options (per ordinary share) was US$ 41.84 and the Option expiration date was the earlier to occur of: (a) June 3, 2029; and (b) the closing price of the shares falling below US$ 20.92 at any time after the date of grant. The options vest and become exercisable on the second anniversary of the date of grant. As of December 31, 2023, all such outstanding options have expired by their terms.
2.
The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Binomial option-pricing model with the following assumptions:
Average Risk-free interest rate (a)
1.41
%
Expected dividend yield
0.0
%
Average expected volatility (b)
45.28
%
Termination rate
9
%
Suboptimal factor (c)
3.14
(a)
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant.
(b)
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market.
(c)
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies.

F - 34

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
G.
On January 27, 2022, the Company granted, in the aggregate, 121,508 options to certain of its employees under the 2013 Plan. In relation to this grant:
1.
The exercise price for the options (per ordinary share) was US$ 47.98 and the Option expiration date was the earlier to occur of: (a) January 27, 2030; and (b) the closing price of the shares falling below US$ 23.99 at any time after the date of grant and remains at such price or at a lower price for a period of at least 30 days. The options vest and become exercisable on the second anniversary of the date of grant. As of December 31, 2023, all such outstanding options have expired by their terms.
2.
The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Monte Carlo option-pricing model with the following assumptions:
Average Risk-free interest rate (a)
1.79
%
Expected dividend yield
0.0
%
Average expected volatility (b)
44.38
%
Termination rate
9
%
Suboptimal factor (c)
3.16
(a)
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant.
(b)
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market.
(c)
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies.

F - 35

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
H.
On June 7, 2022, the Company granted, in the aggregate, 26,666 options to certain of its directors and employees under the 2013 Plan. In relation to this grant:
1.
The exercise price for the options (per ordinary share) was US$ 35.69 and the Option expiration date was the earlier to occur of: (a) June 7, 2030; and (b) the closing price of the shares falling below US$ 17.85 at any time after the date of grant and remains at such price or at a lower price for a period of at least 30 days. The options vest and become exercisable on the second anniversary of the date of grant. As of December 31, 2023, all such outstanding options have expired by their terms.
2.
The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Monte Carlo option-pricing model with the following assumptions:
Average Risk-free interest rate (a)
3.01
%
Expected dividend yield
0.0
%
Average expected volatility (b)
43.93
%
Termination rate
9
%
Suboptimal factor (c)
3.14
(a)
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant.
(b)
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market.
(c)
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies.

F - 36

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
I.
On July 1, 2022, the Company granted, in the aggregate, 50,000 options to certain of its employee under the 2013 Plan. In relation to this grant:
1.
The exercise price for the options (per ordinary share) was US$ 34.90 and the Option expiration date was the earlier to occur of: (a) July 1, 2030; and (b) the closing price of the shares falling below US$ 17.45 at any time after the date of grant and remains at such price or at a lower price for a period of at least 30 days. The options vest and become exercisable on the second anniversary of the date of grant. As of December 31, 2023, all such outstanding options have expired by their terms.
2.
The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Monte Carlo option-pricing model with the following assumptions:
Average Risk-free interest rate (a)
2.91
%
Expected dividend yield
0.0
%
Average expected volatility (b)
44.02
%
Termination rate
9
%
Suboptimal factor (c)
3.14
(a)
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant.
(b)
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market.
(c)
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies.

F - 37

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
J.
On June 14, 2023, the Company granted, in the aggregate, 137,911 options to certain of its employee under the 2013 Plan. In relation to this grant:
1.
The exercise price for the options (per ordinary share) was US$ 35.12 and the Option expiration date was the earlier to occur of: (a) July 1, 2031; and (b) the closing price of the shares falling below US$ 17.56 at any time after the date of grant and remains at such price or at a lower price for a period of at least 30 days. The options vest and become exercisable on the second anniversary of the date of grant. As of December 31, 2023, all such outstanding options have expired by their terms.
2.
The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Monte Carlo option-pricing model with the following assumptions:
Average Risk-free interest rate (a)
3.91
%
Expected dividend yield
0.0
%
Average expected volatility (b)
41.78
%
Termination rate
7
%
Suboptimal factor (c)
2.76
(a)
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant.
(b)
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market.
(c)
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies.

F - 38

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12 - Shareholders' Equity (cont'd)
 
 
Share based compensation (cont'd)
 
 E.
K.
The following table summarizes information regarding stock options as at December 31, 2015:2023:
   Options outstanding  Options exercisable 
      Weighted average     Weighted average 
      remaining     remaining 
Exercise price  Number  contractual life  Number  contractual life 
US$  of options  (in years)  of options  (in years) 
              
15.28   129,044   4.7   129,044   4.7 
                  
26.91   85,657   7.6   -   - 
                  
    214,701       129,044     
 
The aggregate intrinsic value of options outstanding as of December 31, 2014 and 2015 is US$ 3,825 thousand and US$ 2,229 thousand, respectively.
  
Options outstanding
  
Options exercisable
 
     
Weighted average
     
Weighted average
 
     
remaining
     
remaining
 
Exercise price
 
Number
  
contractual life
  
Number
  
contractual life
 
US$
 
of options
  
(in years)
  
of options
  
(in years)
 
33.27
  
10,148
   
2.3
   
10,148
   
2.3
 
The aggregate intrinsic value of options exercisable as of December 31, 2014 and 2015 is US$ 1,556 thousand and US$ 1,938 thousand, respectively.
The total intrinsic value of options exercised during the year ended December 31, 2014 and 2015, is US$ 2,400 thousand and US$ 1,785 thousand, respectively.
The intrinsic value of the options at the date of grant is zero.
 
The aggregate intrinsic value of options outstanding as of December 31, 2022 and 2023 is US$ 3,457 thousand and US$ 0 thousand, respectively.
 
The aggregate intrinsic value of options exercisable as of December 31, 2022 and 2023 is US$ 2,887 thousand and US$ 0 thousand, respectively.
The total intrinsic value of options exercised during the year ended December 31, 2022 and 2023, is US$ 600 thousand and US$ 401 thousand, respectively.

F - 2939

Silicom Ltd. and its Subsidiaries

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 1112 - Shareholders' Equity (cont'd)
 
 
Share based compensation (cont'd)
F.            The stock option activity under the abovementioned plans is as follows:
        Weighted 
     Weighted  average 
  Number  average  grant date 
  of options  exercise price  fair value 
     US$  US$ 
          
Balance at January 1, 2013  413,087       
           
Exercised  (132,587)  14.28   6.61 
Forfeited  (7,750)  15.28   6.54 
             
Balance at December 31, 2013  272,750         
             
Exercised  (78,620)  17.19   7.70 
Forfeited  (2,000)  15.28   6.54 
             
Balance at December 31, 2014  192,130         
             
Granted  89,907   26.91   10.04 
Exercised  (61,711)  15.28   6.54 
Forfeited  (5,625)  24.07   9.19 
             
Balance at December 31, 2015  214,701         
Exercisable at December 31, 2015  129,044         
F - 30
 
Silicom Ltd. and its Subsidiaries
L.
The stock option activity under the abovementioned plans is as follows:
     
Weighted
  

Weighted

 
  
Number
  
average
exercise
  
average
grant date
 
  
of options
  
price
  
fair value
 
     
US$
  
US$
 
          
Balance at January 1, 2021
  
590,047
       
           
Granted
  
133,925
   
41.84
   
16.62
 
Exercised
  
(132,702
)
  
34.01
   
12.85
 
Forfeited
  
(11,749
)
  
35.79
   
15.39
 
             
Balance at December 31, 2021
  
579,521
         
             
Granted
  
198,174
   
40.82
   
15.13
 
Exercised
  
(66,298
)
  
33.09
   
13.21
 
Forfeited
  
(50,335
)
  
41.67
   
15.75
 
             
Balance at December 31, 2022
  
661,062
         
             
Granted
  
137,911
   
35.12
   
15.84
 
Exercised
  
(45,474
)
  
29.91
   
12.33
 
Forfeited
  
(14,256
)
  
40.40
   
15.90
 
Expired
  
(729,095
)
  
37.80
   
15.05
 
             
Balance at December 31, 2023
  
10,148
         
Exercisable at December 31, 2023
  
10,148
         

F - 40

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 1112 - Shareholders' Equity (cont'd)
 
Share based compensation (cont'd)
 G.
M.
The Restricted Share Units activity under the abovementioned plans is as follows:
       
     Weighted 
  Number of  average 
  Restricted  grant date 
  Share Units  fair value 
  US$  US$ 
       
Balance at January 1, 2014  -    
        
Granted  74,000   46.07 
         
Balance at  December 31, 2014  74,000     
         
Granted  8,000   29.09 
Vested  (4,000)  46.07 
         
Balance at December 31, 2015  78,000     
The aggregate intrinsic value of RSUs outstanding as of December 31, 2014 and December 31, 2015 is US$ 2,604 thousand and US$ 2,363 thousand, respectively.
The aggregate intrinsic value of RSUs vested as of December 31, 2015 is US$ 117 thousand.
 
     
Weighted
 
  
Number of
  
average
 
  
Restricted
  
grant date
 
  
Share Units
  
fair value
 
     
US$
 
       
Balance at January 1, 2021
  
86,000
    
        
Granted
  
-
    
Vested
  
-
    
        
Balance at December 31, 2021
  
86,000
    
        
Granted
  
16,000
   
43.02
 
Forfeited
  
(2,000
)
  
35.33
 
Vested
  
(43,000
)
  
35.33
 
         
Balance at December 31, 2022
  
57,000
     
         
Granted
  
86,000
   
36.24
 
Forfeited
  
(8,000
)
  
36.24
 
Vested
  
(41,000
)
  
35.33
 
         
Balance at December 31, 2023
  
94,000
     
 
The aggregate intrinsic value of RSUs outstanding as of December 31, 2022 and December 31, 2023 is US$ 2,403 thousand and US$ 1,701 thousand, respectively.

F - 3141

Silicom Ltd. and its Subsidiaries

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 1112 - Shareholders' Equity (cont'd)
    
 
Share based compensation (cont'd)
 
H.            During 2013, 2014 and 2015, the Company recorded share-based compensation expenses. The following summarizes the allocation of the stock-based compensation expenses:
  Year ended December 31 
  2013  2014  2015 
  US$ thousands  US$ thousands  US$ thousands 
          
Cost of sales  103   124   150 
Research and development costs  193   340   455 
Selling and marketing expenses  177   366   502 
General and administrative expenses  195   436   806 
             
   668   1,266   1,913 
As
N.
During 2021, 2022 and 2023, the Company recorded share-based compensation expenses. The following summarizes the allocation of December 31, 2015, there were US$ 1,553 thousand of unrecognizedthe stock-based compensation costs related to outstanding stock options and RSUs to be recognized over a weighted average period of 1.34 years.expenses:
 
  
Year ended December 31
 
  
2021
  
2022
  
2023
 
  
US$ thousands
 
          
Cost of sales
  
480
   
638
   
428
 
Research and development costs
  
1,011
   
1,454
   
1,423
 
Selling and marketing expenses
  
697
   
774
   
747
 
General and administrative expenses
  
674
   
711
   
755
 
             
   
2,862
   
3,577
   
3,353
 
 
As of December 31, 2023, there were US$ 4,234 thousand of unrecognized compensation costs related to stock options and RSUs to be recognized over a weighted average period of 1.42 years.
The total tax benefit recognized in the consolidated statements of operations related to share based compensation expenses amounted to US$ 40 thousand and US$ 81 thousand for the year ended December 31, 2022 and December 31, 2023.

F - 3242

Silicom Ltd. and its Subsidiaries

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12
Note 13 - Geographic areas and major customers
   
A.
Information on sales by geographic distribution:

The Company has one operating segment.

Sales are attributed to geographic distribution based on the location of the ultimate customer:

  
Year ended December 31
 
  
2021
  
2022
  
2023
 
  
US$ thousands
 
          
USA
  
88,556
   
107,908
   
103,985
 
North America - other
  
964
   
836
   
1,442
 
Israel
  
9,936
   
13,586
   
7,560
 
Europe
  
19,383
   
20,715
   
8,048
 
Asia-Pacific
  
9,621
   
7,537
   
3,096
 
             
   
128,460
   
150,582
   
124,131
 
B.
Sales to single ultimate customers exceeding 10% of sales (US$ thousands):
 
A.Information on sales by geographic distribution:
  
Year ended December 31
 
  
2021
  
2022
  
2023
 
  
US$ thousands
 
          
Customer "A"
  
3,439
   
3,733
   
26,808
 
Customer "B"
  
19,184
   
22,926
   
11,018
 

F - 43

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

The Company has one operating segment.
Sales are attributed to geographic distribution based on the location of the customer.Note 13 - Geographic areas and major customers (cont'd)
 
          
  Year ended December 31 
  2013  2014  2015 
  US$ thousands 
          
North America  55,655   53,712   54,537 
Europe  9,257   11,421   16,331 
Asia-Pacific  8,386   10,489   11,870 
             
   73,298   75,622   82,738 
B.Sales to single customers exceeding 10% of sales (US$ thousands):
          
  Year ended December 31 
  2013  2014  2015 
  US$ thousands 
          
Customer “A”  24,512   18,083   16,320 
FC.
Information on Long-Lived Assets - 33Property, Plant and Equipment and ROU assets by geographic areas:

The following table presents the locations of the Company’s long-lived assets as of December 31, 2022 and 2023:
 
Silicom Ltd. and its Subsidiaries
  
Year ended December 31
 
  
2022
  
2023
 
  
US$ thousands
 
       
North America
  
827
   
626
 
Europe
  
224
   
153
 
Israel
  
11,878
   
9,239
 
         
   
12,929
   
10,018
 

F - 44

Notes to the Consolidated Financial Statements

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 12 - Geographic areas and major customers (cont'd)
C.            Information on Long lived assets by geographic areas:
Note 14 - Financial Income (Expenses), Net
The following table presents the locations of the Company’s long lived assets as of December 31, 2014 and 2015:
       
  Year ended December 31 
  2014  2015 
  US$ thousands 
       
North America  5   22 
Europe  14,230   13,588 
Israel  2,424   20,894 
Other  112   46 
         
   16,771   34,550 

  
Year ended December 31
 
  
2021
  
2022
  
2023
 
  
US$ thousands
 
          
Interest income
  
927
   
230
   
1,254
 
Exchange rate differences, net
  
(1,031
)
  
2,308
   
163
 
Bank charges
  
(48
)
  
(74
)
  
(45
)
             
   
(152
)
  
2,464
   
1,372
 

F - 45

Note 13 - Financial Income (Expenses), Net
  Year ended December 31 
  2013  2014  2015 
  US$ thousands 
          
Interest income  1,290   1,266   1,026 
Discount on marketable securities, net  (643)  (758)  (561)
Exchange rate differences, net  (89)  (95)  (148)
Bank charges  (154)  (150)  (97)
             
   404   263   220 

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 15 - Taxes on Income
 
A.
FMeasurement of results for tax purposes under the Israeli Income Tax Regulations (Rules for Maintaining Accounting Records of Foreign Invested Companies and Certain Partnerships and Determining Their Taxable Income) - 341986
 
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 14 - Taxes on Income
A.Measurement of results for tax purposes under the Israeli Income Tax Regulations (Rules for Maintaining Accounting Records of Foreign Invested Companies and Certain Partnerships and Determining Their Taxable Income) - 1986
As a "foreign invested company"As a "foreign invested Company" (as defined in the Israeli Law for the Encouragement of Capital Investments-1959), the taxable income or loss and the tax basis of assets and liabilities of the Company’s Israeli operations are denominated in US Dollars.
B.
Corporate tax rate in Israel
The regular corporate tax rate applied to taxable income of Israeli companies is 23% (as from 2018 onwards).
C.
Tax benefits under the Israeli Law for the Encouragement of Capital Investments-1959),Investments, 1959 (hereinafter - the Company's taxable"Law")
1.
On December 29, 2010, the Knesset approved the Economic Policy Law for 2011-2012, which includes an amendment to the Law for the Encouragement of Capital Investments – 1959 (hereinafter – "the Amendment to the Law"). The Amendment to the Law is effective from January 1, 2011, and its provisions will apply to preferred income derived or loss is calculatedaccrued in US Dollars.
B.Corporate tax rate in Israel
Taxable income2011 and thereafter by a Preferred Company, per the definition of Israeli companies is subjectthese terms in the Amendment to tax at the rate of 25% in 2013, and 26.5% in 2014 and 2015.
In January 2016, the regular tax rate in Israel was reduced to 25% as from 2016 and thereafter.
C.Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter - the “Law”)
Law.
 
1. On December 29, 2010 the Knesset approved the Economic Policy Law for 2011-2012, which includes an amendment to the Law for the Encouragement of Capital Investments – 1959 (hereinafter – “the Amendment to the Law”). The Amendment to the Law is effective from January 1, 2011 and its provisions will apply to preferred income derived or accrued in 2011 and thereafter by a Preferred Company, per the definition of these terms in the Amendment to the Law.
Companies can choose to not be included in the scope of the Amendment to the Law and to stay in the scope of the law before its amendment until the end of the benefits period.
 
Under the Amendment to the Law, which the Company started applying in 2014, upon an irrevocable election made by a company,Company, a uniform corporate tax rate will apply to all preferred income of such company. UnderCompany. The Company elected to apply the law, when the election is made,uniform corporate tax rate as of 2014. From 2017 onwards, the uniform tax rate (for 2014 and on) willis to be 9%7.5% in areas in Israel designated as Development Zone A and 16% elsewhere in Israel. The Company has two facilities in Israel of which one of them is located in Development Zone A. The profits of these Preferred Companies will be freely distributable as dividends, subject to a withholding tax of 20% (or a lower rate under an applicable tax treaty).
 
Should the Company derive income from sources other than the “Preferred Enterprise” during the relevant period of benefits,Preferred Company, such income will be taxable at the regular corporate tax rates for the applicable year.

F - 46

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 15 - Taxes on Income (cont’d)
C.
Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter - the "Law") (cont'd)
On December 29, 2016, the Israeli Parliament (the "Knesset") enacted the "Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018) – 2016" in which the Law was also amended (hereinafter: “the Amendment”). The Amendment added new tax benefit tracks for a “preferred technological enterprise” and a “special preferred technological enterprise” which award reduced tax rates to a technological industrial enterprise for the purpose of encouraging activity relating to the development of qualifying intangible assets.
The benefits will be awarded to a “preferred Company” that has a “preferred technological enterprise” or a “special preferred technological enterprise” with respect to taxable “preferred technological income” per its definition in the Law.
Preferred technological income that meets the conditions required in the law, will be subject to a reduced corporate tax rate of 12%, and if the preferred technological enterprise is located in "Development Area A" in Israel - to a reduced tax rate of 7.5%. A Company that owns a special preferred technological enterprise will be subject to a reduced corporate tax rate of 6% regardless of the development area in which the enterprise is located. The Amendment is effective as from January 1, 2017.

On June 14, 2017, the Knesset Finance Committee approved "Encouragement of Capital Investment Regulations (Preferred Technological Income and Capital Gain of Technological Enterprise) – 2017" (hereinafter: “the Regulations”), which provides rules for applying the “preferred technological enterprise” and “special preferred technological enterprise” tax benefit tracks, including the Nexus formula that provides the mechanism for allocating the technological income eligible for the benefits.

Should the Company derive income from sources other than the “preferred technological enterprise”, such income will be taxable at the "Preferred Company" tax rate (for manufacturing activity in Israel) or regular corporate tax rates for the applicable year.
As a result of the aforesaid legislation, starting 2021 the Company implement the “preferred technological enterprise” tax benefit track.

F - 47

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 15 - Taxes on Income (cont’d)
C.
Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter - the "Law") (cont'd)
2.
In the event of distribution by the Company of dividends out of its retained earnings that were generated prior to the 2014 tax year and were tax exempt under the "Approved Enterprise" or "Benefited Enterprise" status, the Company would be subjected to a maximum of 25% corporate tax on the amount distributed, and a further 15% withholding tax would be deducted from the amounts distributed to the shareholders.
 
F - 35
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 14 - Taxes on Income (cont’d)
C.Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter - the “Law”) (cont'd)
2. Through the end of 2013 tax year, the Company has elected to be taxed under the alternative benefits method, whereby the Company waives grants in return for tax exemptions. For the manufacturing plant in Yokneam the Company was entitled to an exemption from tax on its taxable income for a period of ten years beginning from the year of election; For the research and development center the Company was entitled to an exemption from tax on its taxable income for two years beginning from the year of election, and not more than 25%, on its taxable income in the next eight years.
3. In the event of distribution by the Company of cash dividends out of its retained earnings that were generated prior to 2014 tax year and were tax exempt due to the “Approved Enterprise” or "Benefited Enterprise" status, the Company would be subjected to a maximum of 25% corporate tax on the amount distributed, and a further 15% withholding tax would be deducted from the amounts distributed to the shareholders.
Out of the Company’s retained earnings as of December 31, 2015 and 2014,2023, approximately US$ 44,74248,135 thousand and US$ 44,892 thousand respectively are tax-exempt, due to “Approved Enterprise”under our previous "Approved Enterprise" and "Benefited Enterprise" status. If such tax-exempt income is distributed by cashas a dividend (including a liquidation dividend), it would be taxed at the reducedregular corporate tax rate applicable to such profits (up(subject to a maximum rate of 25%) and an income tax liability of up to approximately US$ 11,186 thousand and US$ 11,22312,034 thousand would be incurred as of December 31, 2015  and 2014, respectively.2023. The Company anticipates that any future dividends distributed pursuant to its dividend policy, will be distributed from income sources which will not impose additional tax liabilities on the Company. The Company intends to reinvest the amount of its tax-exempt income. Accordingly, no deferred income taxes havetax liability has been provided onrecognized for income attributable to the Company’s “Approvedprevious "Approved Enterprise" or "Benefited Enterprise". status. If the Company was to declare a dividend from its tax-exempt income, an income tax expense would be recognized in the period a dividend is declared.
 
On November 15, 2021, the Israeli Parliament released its 2021-2022 Budget Law (“2021 Budget Law”). The 2021 Budget Law introduces a new dividend ordering rule that apportions every dividend between previously tax-exempt and previously taxed income. Consequently, distributions (including deemed distributions as per Section 51(h)/51B of the Investment Law) may entail additional corporate tax liability to the distributing Company. Effective August 15, 2021, dividend distributions will be treated as if made on a pro-rata basis from all types of earnings, including Exempt Profits. If such tax-exempt income is distributed, it would be taxed at the reduced corporate tax rate applicable to such income.
F - 36
 
Silicom Ltd. and its Subsidiaries

F - 48

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 15 - Taxes on Income (cont’d)
Notes to the Consolidated Financial Statements
D.
Note 14 - Taxes on Income (cont’d)
D.           Taxation of the subsidiaries
1.The subsidiary Silicom Connectivity Solutions, Inc. files tax returns to US federal tax authorities and to state tax authorities in the states of New Jersey, California and Virginia.
2.The subsidiary Fiberblaze is taxed according to the tax laws in Denmark and its subsidiary files tax returns to US federal tax authorities, New York state tax authorities and to the city of New York tax authorities.
1.
The subsidiary Silicom Inc. files tax returns with US federal tax authorities and with state tax authorities in the states of New Jersey, California, Virginia, New York, New Mexico, Tennessee, Texas and Illinois.
The federal corporate income tax rate is 21% and the state corporate tax is approximately 8% in average.
2.
The subsidiary Silicom Denmark is taxed according to the tax laws in Denmark, subject to corporate tax of 22%.
3.
The Company has not provided for Israeli income tax and foreign withholding taxes on US$ 18,317 thousand of its non-Israeli subsidiaries' undistributed earnings as of December 31, 2023. The earnings could become subject to tax if earnings are remitted or deemed remitted as dividends or upon sale of a subsidiary.
The Company currently has no plans to repatriate those funds and intends to indefinitely reinvest them in its non-Israeli operations. The unrecognized deferred tax liability associated with these temporary differences was approximately US$ 2,083 thousand at December 31, 2023.
E.
Tax assessments
3.The Company has not provided for Israeli income and foreign withholding taxes on US$ 1,846 thousands of its non-Israeli subsidiaries' undistributed earnings as of December 31, 2015. The earnings could become subject to tax if earnings are remitted or deemed remitted as dividends or upon sale of a subsidiary.
The Company currently has no plans to repatriate those funds and intends to indefinitely reinvest them in its non-Israeli operations. The unrecognized deferred tax liability associated with these temporary differences was approximately US$ 231 thousands at December 31, 2015. 
1.
E.            Tax assessments
For the Israeli jurisdiction the Company has final tax assessments for all years up to and including the tax year ended December 31, 2012. In December 20142017.
2.
For the CompanyUS federal jurisdiction, Silicom Inc. has filed a request to reopen thefinal tax assessments for 2009 through 2012, in orderall years up to obtainand including the tax benefits that the Company believes it is entitled to. As ofyear ended December 31, 2015, the Company's request has not been accepted by the Israeli tax authority.
2019. For the US FederalNew Jersey and California state jurisdictions, Silicom Inc. has final tax assessments for all years up to and including the tax year ended December 31, 2011.2018. For the New-JerseyNew York and Texas state jurisdiction,jurisdictions, Silicom Inc. has final tax assessments for all years up to and including the tax year ended December 31, 2010. For the California state jurisdiction, Silicom Inc. has open tax assessments for 2011 through 2015.2019. For the Virginia, Tennessee, and New Mexico state jurisdiction,jurisdictions, Silicom Inc. has open tax assessments for 2015.
For the Danish jurisdiction, Fiberblaze A/S has final tax assessments for all years up to and including the tax year ended AugustDecember 31, 2012.
2020. For the US FederalIllinois state jurisdiction, New York State and New York City jurisdictions, Fiberblaze US LLCSilicom Inc. has open tax assessments for the years 2020 through 2023.
3.
For the Danish jurisdiction, Silicom Denmark has final tax assessments for all years ended August 31, 2012, August 31, 2013, August 31, 2014, for the four months ended December 31, 2014,up to and forincluding the tax year ended December 31, 2015.2019.
4.The balance of the operating loss carryforwards as of December 31, 2023, is US$ 3,466 thousand.

F - 49

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 15 - Taxes on Income (cont'd)
 
F.
Income (loss) before income taxes and income taxes expense (benefit) included in the consolidated statements of operations
  
Year ended December 31
 
  
2021
  
2022
  
2023
 
  
US$ thousands
 
          
Income (loss) before income taxes:
         
Israel
  
7,486
   
17,915
   
(30,101
)
Foreign jurisdictions
  
5,419
   
4,475
   
2,799
 
   
12,905
   
22,390
   
(27,302
)
             
Current taxes:
            
Israel
  
1,281
   
1,765
   
201
 
Foreign jurisdictions
  
1,192
   
1,198
   
921
 
   
2,473
   
2,963
   
1,122
 
             
Current tax (benefits) expenses relating
            
 to prior years:
            
Israel
  
(10
)
  
(215
)
  
(10
)
Foreign jurisdictions
  
(147
)
  
158
   
(116
)
   
(157
)
  
(57
)
  
(126
)
             
Deferred taxes:
            
Israel
  
174
   
1,114
   
(1,857
)
Foreign jurisdictions
  
(126
)
  
64
   
(28
)
   
48
   
1,178
   
(1,885
)
             
Income tax expense (benefit)
  
2,364
   
4,084
   
(889
)

F - 50

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 15 - Taxes on Income (cont’d)
 
F - 37
G.
Deferred tax assets and liabilities
 
The tax effects of significant items comprising the Company’s deferred tax assets and liabilities are as follows:
  
December 31
  
December 31
 
  
2022
  
2023
 
  
US$ thousands
  
US$ thousands
 
       
Deferred tax assets:
      
Accrued employee benefits
  
362
   
266
 
Research and development costs
  
1,380
   
1,065
 
Operating loss carryforwards
  
-
   
306
 
Share based compensation
  
391
   
338
 
Intangible assets
  
163
   
117
 
Operating lease liabilities
  
693
   
446
 
Goodwill*
  
-
   
382
 
Other
  
54
   
39
 
Total deferred tax assets
  
3,043
   
2,959
 
         
Deferred tax liabilities:
        
Intangible assets
  
(357
)
  
(161
)
Goodwill*
  
(1,511
)
  
-
 
Operating leases right-of-use, net
  
(747
)
  
(485
)
Total deferred tax liabilities
  
(2,615
)
  
(646
)
         
Net deferred tax assets
  
428
   
2,313
 
         
In Israel
  
502
   
2,359
 
Foreign jurisdictions
  
(74
)
  
(46
)
Net deferred tax assets
  
428
   
2,313
 
         
Non-current deferred tax assets
  
502
   
2,359
 
Non-current deferred tax liabilities
  
(74
)
  
(46
)
* The recognized goodwill is deductible for income tax purposes for 10 years.
 
Silicom Ltd. and its Subsidiaries

F - 51

Notes to the Consolidated Financial Statements

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 14 - Taxes on Income (cont'd)
F.Income before income taxes and income taxes expense (benefit) included in the consolidated statements of operations
  Year ended December 31 
  2013  2014  2015 
  US$ thousands 
          
Income (loss) before income taxes:         
Israel  16,857   16,522   19,486 
Foreign jurisdiction  1,125   787   (1,061)
   17,982   17,309   18,425 
             
Current taxes:            
Israel  949   2,494   2,383 
Foreign jurisdiction  479   409   465 
   1,428   2,903   2,848 
             
Current tax (benefits) expenses relating            
 to prior years:
            
Israel  29   20   - 
Foreign jurisdiction  -   -   (36)
   29   20   (36)
             
Deferred taxes:            
Israel  (552)  (200)  (437)
Foreign jurisdiction  -   (19)  (470)
   (552)  (219)  (907)
             
Income tax expense  905   2,704   1,905 
F - 38
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 1415 - Taxes on Income (cont’d)(cont'd)
 
G.Deferred income taxes
H.
Reconciliation of the statutory tax expense to actual tax expense
The tax effects of significant items comprising the Company’s deferred tax assets are as follows:
  December 31  December 31 
  2014  2015 
  US$ thousands  US$ thousands 
       
Deferred tax assets:      
Accrued employee benefits  248   247 
Research and development costs  636   679 
Tax loss carryforwards  -   177 
PPE  7   16 
Inventory  -   160 
Share based compensation  -   245 
Other  22   21 
Total gross deferred tax assets  913   1,545 
         
Deferred tax liabilities:        
Inventory  (99)  - 
Intangible assets  (444)  (243)
Goodwill  -   (61)
Other  -   36 
Total gross deferred tax liabilities  (543)  (268)
         
Net deferred tax assets  370   1,277 
         
In Israel  913   1,348 
Foreign jurisdictions  (543)  (71)
Net deferred tax assets  370   1,277 
         
Current deferred tax assets  567   950 
Current deferred tax liabilities  (259)  (111)
Non-current deferred tax assets  346   595 
Non-current deferred tax liabilities  (284)  (157)
Net deferred tax assets  370   1,277 
F - 39
 
  
Year ended December 31
 
  
2021
  
2022
  
2023
 
  
US$ thousands
 
          
Income (loss) before income taxes
  
12,905
   
22,390
   
(27,302
)
Statutory tax rate in Israel
  
23.0
%
  
23.0
%
  
23.0
%
   
2,968
   
5,150
   
(6,279
)
             
Increase (decrease) in taxes resulting from:
            
Non-deductible operating expenses
  
395
   
566
   
4,308
 
Prior years adjustments
  
(157
)
  
(57
)
  
(126
)
Tax effect due to "Preferred Enterprise" status
  
(577
)
  
1,949
   
784
 
Statutory rate differential
  
(86
)
  
168
   
221
 
Other
  
(179
)
  
206
   
203
 
             
Income tax expense (benefit)
  
2,364
   
4,084
   
(889
)
 
Silicom Ltd. and its Subsidiaries

F - 52

Notes to the Consolidated Financial Statements

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 15 - Taxes on Income (cont’d)
 
Note 14 - Taxes on Income (cont'd)
H.Reconciliation of the statutory tax expense to actual tax expense
  Year ended December 31 
  2013  2014  2015 
  US$ thousands 
          
Income before income taxes  17,982   17,309   18,425 
Statutory tax rate in Israel  25.0%  26.5%  26.5%
   4,496   4,587   4,883 
             
Increase (decrease) in taxes resulting from:            
Non-deductible operating expenses, net  205   476   209 
Non-taxable income  -   -   (819)
Prior year adjustments  29   20   (36)
Tax effect due to "Approved/Benefited/            
 Preferred Enterprise" status  (4,396)  (2,588)  (2,368)
Taxes related to foreign jurisdictions  198   181   250 
Changes in tax rate  399   -   35 
Creation of deferred taxes for tax losses and            
 benefits from previous years for which deferred            
 taxes were not created in  the past  -   -   (252)
Other  (26)  28   3 
             
Income tax expense  905   2,704   1,905 
I.Accounting for uncertainty in income taxes
ASC 740-10 clarifies the accounting
I.
Accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position.
During 2013, 2014 and 2015 the Company and its subsidiaries did not have any significant unrecognized tax benefits and thus, no related interest and penalties were accrued.
In addition, the Company and its subsidiaries do not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months.
F - 40
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
 
The accounting literature clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The standards prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position.
During 2021, 2022 and 2023 the Company and its subsidiaries did not have any significant unrecognized tax benefits and thus, no related interest and penalties were accrued.
In addition, the Company and its subsidiaries do not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months.

F - 53

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 16 - Goodwill
The Company operates as one reporting unit. Goodwill assigned to the Company's reporting unit is tested for impairment at least annually, and whenever there are triggering events that create a situation where goodwill is more likely than not impaired.
As of December 31, 2023, the annual impairment test indicated that the carrying amount of the Company's reporting unit exceeded the Company's market capitalization, which was primarily due to the significant decline in the Company's stock price during the fourth quarter of 2023. The assessment of goodwill impairment is based on the market capitalization of the Company, using quoted market prices of the Company’s stock.
Consequently, for the year ended December 31, 2023, the Company deemed its entire goodwill of US$ 25,561 thousand impaired and recorded an impairment charge of US$ 25,561 thousand. For the years ended December 31, 2021 and 2022, the Company did not record any impairment charge of goodwill.

F - 54

Silicom Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

Note 1517 - Subsequent Events
On March 21, 2016 Silicom's Board of Directors declared a dividend of US $1.00 per share payable on April 14, 2016 to shareholders of record as of April 4, 2016, and in the aggregate amount of approximately US $7.3 million for 2015.

In March 2016,2024, the Company’s compensation committee and board of directors, respectively, havehas approved the grant of a total of 97,078410,714 options and 2,969 RSUs under the Global Share Incentive Plan (2013) (as extended on October 26, 2023), of which options and RSUs granted to directors and office holders are subject to the approval of the Annual General Meeting, which is currently scheduled to convene no later than June 2016,2024, as prescribed under the Israeli Companies Law, 1999 and the Company's Amended and Restated Articles of Association.

F - 41

55