SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
FORM 6-K
 
REPORT OF  FOREIGN  PRIVATE  ISSUER  PURSUANT  TO RULE 13a-16  OR
15d-16  UNDER THE  SECURITIES  EXCHANGE  ACT  OF  1934

For the month of May 2024
 
Commission File Number: 0-30862

 CERAGON NETWORKS LTD.
(Translation of registrant’s name into English)
 
 3 Uri Ariav st., Rosh Ha’Ayin, Israel, 4810002
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F    Form 40-F 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____          


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
CERAGON NETWORKS LTD.
   
Date: May 7, 2024
By:  /s/ Ronen Stein

Name: Ronen Stein
Title: Chief Financial Officer
 
2


Exhibit
Description
   

3


Exhibit A

CERAGON NETWORKS REPORTS 2024 FIRST QUARTER
 FINANCIAL RESULTS

Strong Demand and Bookings Bolster, Confidence of Continued Growth and Margin Expansion
Management Reiterates Full-Year 2024 Outlook

Rosh Ha'ain, Israel, May 7, 2024 -- Ceragon Networks Ltd (NASDAQ: CRNT), the global innovator and leading solutions provider of 5G wireless transport, today reported its financial results for the first quarter period ended March 31, 2024.
 
Q1 2024 Financial Highlights:
 

Revenues of $88.5 million, up 6.1% year-over-year
 

Operating income of $4.2 million on a GAAP basis, or $7.6 million on a non-GAAP basis
 

Net Income of $0.4 million on a GAAP basis, and net income of $4.7 million on a non-GAAP basis
 

EPS of $0.00 per diluted share on a GAAP basis, or $0.05 per diluted share on a non-GAAP basis
 
Q1 2024 Business Highlights:
 

North America:
- Continued strong bookings, supported by demand for 5G capabilities
- Strongest region in terms of revenue, with record quarterly revenues


India:

-
Record quarterly bookings, including substantial orders from the approximately $150 million project from global integrator, in support of a network modernization project for a Tier 1 Operator

Doron Arazi, CEO, commented: “Ceragon continues to experience high demand for its solutions, and our increased marketing efforts primarily in the private networks space enable us to increase our funnel in this segment in general and in North America particularly. Bookings were particularly strong in the first quarter, primarily due to the large orders booked in India, which give us higher confidence in our outlook for the full year. Our expanded offerings are ideally suited for the needs of customers in our key growth geographies, and this is driving interest from current and prospective customers.”
 
Primary First Quarter 2024 Financial Results:
 
Revenues were $88.5 million, up 6.1% from $83.4 million in Q1 2023.
 
Gross profit was $32.1 million, giving us a gross margin of 36.2%, compared to gross margin of 33.8% in Q1 2023.
 
Operating income was $4.2 million compared to $4.7 million in Q1 2023.
 
Net income was $0.4 million, or $0.00 per diluted share, compared to $2.0 million, or $0.02 per diluted share in Q1 2023.
 
Non-GAAP results were as follows: Gross margin was 36.7%, operating profit was $7.6 million, and net income of $4.7 million, or $0.05 per diluted share.
 
1


Balance Sheet
 
Cash and cash equivalents were $28.8 million on March 31, 2024, compared to $28.2 million on December 31, 2023.
 
For a reconciliation of GAAP to non-GAAP results, see the attached tables.

Revenue Breakout by Geography:

 
Q1 2024
North America
33%
India
29%
EMEA
17%
Latin America
12%
APAC
9%

Outlook
Management reiterated its 2024 outlook:


Revenue of $385 million to $405 million, representing growth of 11% to 17% compared to 2023 revenue. This guidance includes the contribution from Siklu, which was acquired in December 2023.

Non-GAAP operating margins are targeted to be at least 10% at the mid-point of the revenue guidance.

As a result, management expects increased non-GAAP profit and positive free cash flow for the full year of 2024.

Conference Call

The Company will host a Zoom web conference today at 8:30 a.m. ET to discuss the results, followed by a question-and-answer session for the investment community.

Investors are invited to register by clicking here. All relevant information will be sent upon registration.

If you are unable to join the live call, a replay will be available on our website at www.ceragon.com within 24 hours after the call. 

About Ceragon Networks
 
Ceragon Networks Ltd. (NASDAQ: CRNT) is the global innovator and leading solutions provider of 5G wireless transport. We help operators and other service providers worldwide increase operational efficiency and enhance end customers' quality of experience with innovative wireless backhaul and fronthaul solutions. Our customers include service providers, public safety organizations, government agencies and utility companies, which use our solutions to deliver 5G & 4G broadband wireless connectivity, mission-critical multimedia services, stabilized communications, and other applications at high reliability and speed.

Ceragon's unique multicore technology and disaggregated approach to wireless transport provides highly reliable, fast to deploy, high-capacity wireless transport for 5G and 4G networks with minimal use of spectrum, power, real estate, and labor resources. It enables increased productivity, as well as simple and quick network modernization, positioning Ceragon as a leading solutions provider for the 5G era. We deliver a complete portfolio of turnkey end-to-end AI-based managed and professional services that ensure efficient network rollout and optimization to achieve the highest value for our customers. Our solutions are deployed by more than 600 service providers, as well as more than 1,600 private network owners, in more than 130 countries. For more information please visit: www.ceragon.com

Ceragon Networks® and FibeAir® are registered trademarks of Ceragon Networks Ltd. in the United States and other countries. CERAGON ® is a trademark of Ceragon Networks Ltd., registered in various countries. Other names mentioned are owned by their respective holders.

2


Safe Harbor
 
This press release contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Ceragon’s management about Ceragon’s business, financial condition, results of operations, micro and macro market trends and other issues addressed or reflected therein. Examples of forward-looking statements include, but are not limited to, statements regarding: projections of demand, revenues, net income, gross margin, capital expenditures and liquidity, competitive pressures, order timing, supply chain and shipping, components availability; growth prospects, product development, financial resources, cost savings and other financial and market matters. You may identify these and other forward-looking statements by the use of words such as “may”, “plans”, “anticipates”, “believes”, “estimates”, “targets”, “expects”, “intends”, “potential” or the negative of such terms, or other comparable terminology, although not all forward-looking statements contain these identifying words.
 
Although we believe that the projections reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be obtained or that any deviations therefrom will not be material. Such forward-looking statements involve known and unknown risks and uncertainties that may cause Ceragon’s future results or performance to differ materially from those anticipated, expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the effects of global economic trends, including recession, rising inflation, rising interest rates, commodity price increases and fluctuations, commodity shortages and exposure to economic slowdown; The effects of the evolving nature of the war situation in Israel and the related evolving regional conflicts; risks associated with delays in the transition to 5G technologies and in the 5G rollout; risks relating to the concentration of our business on a limited number of large mobile operators and the fact that the significant weight of their ordering, compared to the overall ordering by other customers, coupled with inconsistent ordering patterns, could negatively affect us; risks resulting from the volatility in our revenues, margins and working capital needs; disagreements with tax authorities regarding tax positions that we have taken could result in increased tax liabilities;  the high volatility in the supply needs of our customers, which from time to time lead to delivery issues and may lead to us being unable to timely fulfil our customer commitments;  and such other risks, uncertainties and other factors that could affect our results of operation, as further detailed in Ceragon’s most recent Annual Report on Form 20-F, as published on March 21, 2024, as well as other documents that may be subsequently filed by Ceragon from time to time with the Securities and Exchange Commission.
 
We caution you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Ceragon does not assume any obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release unless required by law.
 
While we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. In addition, any forward-looking statements represent Ceragon’s views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Ceragon does not assume any obligation to update any forward-looking statements unless required by law.
 
The results reported in this press-release are preliminary and unaudited results, and investors should be aware of possible discrepancies between these results and the audited results to be reported, due to various factors.
 
Ceragon’s public filings are available on the Securities and Exchange Commission’s website at www.sec.gov and may also be obtained from Ceragon’s website at www.ceragon.com.
 
Ceragon Investor & Media Contact:
 
Rob Fink
FNK IR
Tel. 1+646-809-4048
crnt@fnkir.com
 
3

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

   
Three months ended
March 31,
 
   
2024
   
2023
 
                 
Revenues
   
88,498
     
83,409
 
Cost of revenues
   
56,430
     
55,233
 
                 
Gross profit
   
32,068
     
28,176
 
                 
Operating expenses:
               
Research and development, net
   
8,847
     
7,938
 
Sales and marketing
   
11,261
     
10,196
 
General and administrative
   
5,863
     
5,324
 
Restructuring and related charges
   
1,416
     
-
 
Acquisition- and integration-related charges
   
462
     
-
 
                 
Total operating expenses
   
27,849
     
23,458
 
                 
Operating income
   
4,219
     
4,718
 
                 
Financial expenses and others, net
   
2,861
     
1,458
 
                 
Income before taxes
   
1,358
     
3,260
 
                 
Taxes on income
   
955
     
1,292
 
                 
Net income
   
403
     
1,968
 
                 
Basic net income per share
   
0.00
     
0.02
 
                 
Diluted net income per share
   
0.00
     
0.02
 
                 
Weighted average number of shares used in computing basic net income per share
   
85,520,712
     
84,354,297
 
                 
Weighted average number of shares used in computing diluted net income per share
   
87,584,818
     
84,992,254
 

4

CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)

   
March 31,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
ASSETS
           
             
CURRENT ASSETS:
           
Cash and cash equivalents
   
28,783
     
28,237
 
Trade receivables, net
   
97,386
     
104,321
 
Inventories
   
61,029
     
68,811
 
Other accounts receivable and prepaid expenses
   
17,434
     
16,571
 
                 
Total current assets
   
204,632
     
217,940
 
                 
NON-CURRENT ASSETS:
               
Severance pay and pension fund
   
4,926
     
4,985
 
Property and equipment, net
   
32,836
     
30,659
 
Operating lease right-of-use assets
   
18,063
     
18,837
 
Intangible assets, net
   
16,274
     
16,401
 
Goodwill
   
7,749
     
7,749
 
Other non-current assets
   
1,899
     
1,954
 
                 
Total non-current assets
   
81,747
     
80,585
 
                 
Total assets
   
286,379
     
298,525
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES:
               
Trade payables
   
56,511
     
67,032
 
Deferred revenues
   
4,198
     
5,507
 
Short-term loans
   
30,500
     
32,600
 
Operating lease liabilities
   
3,734
     
3,889
 
Other accounts payable and accrued expenses
   
25,454
     
23,925
 
                 
Total current liabilities
   
120,397
     
132,953
 
                 
LONG-TERM LIABILITIES:
               
Accrued severance pay and pension
   
8,988
     
9,399
 
Deferred revenues
   
670
     
670
 
Operating lease liabilities
   
12,997
     
13,716
 
Other long-term payables
   
8,310
     
7,768
 
                 
Total long-term liabilities
   
30,965
     
31,553
 
                 
SHAREHOLDERS' EQUITY:
               
Share capital
   
224
     
224
 
Additional paid-in capital
   
438,412
     
437,161
 
Treasury shares at cost
   
(20,091
)
   
(20,091
)
Other comprehensive loss
   
(8,743
)
   
(8,087
)
Accumulated deficit
   
(274,785
)
   
(275,188
)
                 
Total shareholders' equity
   
135,017
     
134,019
 
                 
Total liabilities and shareholders' equity
   
286,379
     
298,525
 

5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(U.S. dollars, in thousands)
(Unaudited)

   
Three months ended
March 31,
 
   
2024
   
2023
 
Cash flow from operating activities:
           
Net income
   
403
     
1,968
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
2,939
     
2,553
 
Loss from sale of property and equipment, net
   
-
     
10
 
Stock-based compensation expenses
   
904
     
1,169
 
Decrease in accrued severance pay and pensions, net
   
(352
)
   
(64
)
Decrease (increase) in trade receivables, net
   
6,776
     
(290
)
Decrease (increase) in other assets (including other accounts receivable, prepaid expenses, other non-current assets, and the effect of exchange rate changes on cash and cash equivalents)
   
(731
)
   
996
 
Decrease in inventory
   
7,369
     
3,166
 
Decrease in operating lease right-of-use assets
   
932
     
1,011
 
Decrease in trade payables
   
(11,486
)
   
(6,790
)
Increase (decrease) in other accounts payable and accrued expenses (including other long-term payables)
   
2,102
     
(294
)
Decrease in operating lease liability
   
(1,020
)
   
(1,366
)
Increase (decrease) in deferred revenues
   
(1,309
)
   
1,440
 
Net cash provided by operating activities
   
6,527
     
3,509
 
                 
Cash flow from investing activities:
               
Purchases of property and equipment, net
   
(3,393
)
   
(3,142
)
Software development costs capitalized
   
(313
)
   
(1,288
)
Net cash used in investing activities
   
(3,706
)
   
(4,430
)
                 
Cash flow from financing activities:
               
Proceeds from exercise of stock options
   
258
     
-
 
Proceeds from (repayments of) bank credits and loans, net
   
(2,100
)
   
4,350
 
Net cash provided by (used in) financing activities
   
(1,842
)
   
4,350
 
                 
Effect of exchange rate changes on cash and cash equivalents
   
(433
)
   
46
 
                 
Increase in cash and cash equivalents
   
546
     
3,475
 
                 
Cash and cash equivalents at the beginning of the period
   
28,237
     
22,948
 
                 
Cash and cash equivalents at the end of the period
   
28,783
     
26,423
 

6

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)

   
Three months ended
March 31,
 
   
2024
   
2023
 
GAAP Cost of revenues
   
56,430
     
55,233
 
Stock-based compensation expenses
   
(131
)
   
(180
)
Amortization of acquired intangible assets
   
(189
)
   
-
 
Excess cost on acquired inventory in business combination (*)
   
(124
)
   
-
 
Non-GAAP Cost of revenues
   
55,986
     
55,053
 
                 
GAAP Gross profit
   
32,068
     
28,176
 
Stock-based compensation expenses
   
131
     
180
 
Amortization of acquired intangible assets
   
189
     
-
 
Excess cost on acquired inventory in business combination (*)
   
124
     
-
 
Non-GAAP Gross profit
   
32,512
     
28,356
 
                 
GAAP Research and development expenses
   
8,847
     
7,938
 
Stock-based compensation expenses
   
(152
)
   
(246
)
Non-GAAP Research and development expenses
   
8,695
     
7,692
 
                 
GAAP Sales and marketing expenses
   
11,261
     
10,196
 
Stock-based compensation expenses
   
(296
)
   
(376
)
Amortization of acquired intangible assets
   
(271
)
   
-
 
Non-GAAP Sales and marketing expenses
   
10,694
     
9,820
 
                 
GAAP General and administrative expenses
   
5,863
     
5,324
 
Stock-based compensation expenses
   
(325
)
   
(368
)
Non-GAAP General and administrative expenses
   
5,538
     
4,956
 
                 
GAAP Restructuring and related charges
   
1,416
     
-
 
Restructuring and related charges
   
(1,416
)
   
-
 
Non-GAAP Restructuring and related charges
   
-
     
-
 
                 
GAAP Acquisition- and integration-related charges
   
462
     
-
 
Acquisition- and integration-related charges
   
(462
)
   
-
 
Non-GAAP Acquisition- and integration-related charges
   
-
     
-
 

7

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)

   
Three months ended
March 31,
 
   
2024
   
2023
 
GAAP Operating income
   
4,219
     
4,718
 
Stock-based compensation expenses
   
904
     
1,170
 
Amortization of acquired intangible assets
   
460
     
-
 
Excess cost on acquired inventory in business combination (*)
   
124
     
-
 
Restructuring and other charges
   
1,416
     
-
 
Acquisition- and integration-related charges
   
462
     
-
 
Non-GAAP Operating income
   
7,585
     
5,888
 
                 
GAAP Financial expenses and others, net
   
2,861
     
1,458
 
Leases – financial income
   
112
     
358
 
Non-cash revaluation associated with business combination
   
(673
)
   
-
 
Non-GAAP Financial expenses and others, net
   
2,300
     
1,816
 
                 
GAAP Tax expenses
   
955
     
1,292
 
Non-cash tax adjustments
   
(413
)
   
(853
)
Non-GAAP Tax expenses
   
542
     
439
 

               
GAAP Net income
   
403
     
1,968
 
Stock-based compensation expenses
   
904
     
1,170
 
Amortization of acquired intangible assets
   
460
     
-
 
Excess cost on acquired inventory in business combination (*)
   
124
     
-
 
Restructuring and other charges
   
1,416
     
-
 
Acquisition- and integration-related charges
   
462
     
-
 
Leases – financial income
   
(112
)
   
(358
)
Non-cash revaluation associated with business combination
   
673
     
-
 
Non-cash tax adjustments
   
413
     
853
 
Non-GAAP Net income  
   
4,743
     
3,633
 
                 
GAAP Basic net income per share
   
0.00
     
0.02
 
                 
GAAP Diluted net income per share
   
0.00
     
0.02
 
                 
Non-GAAP Diluted net income per share (**)
   
0.05
     
0.04
 

(*) Consists of charges to cost of revenues for the difference between the fair value of acquired inventory in business combination, which was recorded at fair value, and the actual cost of this inventory, which impacts the Company’s gross profit.

(**) Weighted average number of shares used in computing diluted net income per share is the same as in GAAP

8

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