Allot Ltd 6-K, filed Jun 24, 2025
Allot Ltd. (ALLT)
About this 6-K
Allot Ltd filed this 6-K on June 24, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June
Commission File Number
(Translation of registrant’s name into English)
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) filed by Allot Ltd. (the “Company”) consists of the Company’s: (i) condensed consolidated financial statements for the three months ended March 31, 2025, which are attached hereto as Exhibit 99.1 and are incorporated by reference herein; and (ii) management’s discussion and analysis of financial condition and results of operations for the three months ended March 31, 2025, which is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
This Form 6-K, including its exhibits, is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-264202 and 333-286174) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2022 and March 27, 2025, respectively, and Form S-8 (File Nos. 333-140701, 333-149237, 333-159306, 333-165144, 333-172492, 333-180770, 333-187406, 333-194833, 333-203028, 333-210420, 333-216893, 333-223838, 333-230391, 333-237405, 333-254298, 333-263767, 333-270903, 333-278607 and 333-285268) filed with the SEC on February 14, 2007, February 14, 2008, May 18, 2009, March 2, 2010, February 28, 2011, April 17, 2012, March 21, 2013, March 27, 2014, March 26, 2015, March 28, 2016, March 23, 2017, March 22, 2018, March 19, 2019, March 26, 2020, March 15, 2021, March 22, 2022, March 28, 2023, April 10, 2024 and February 26, 2025, respectively.
1
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 99.1 | Condensed consolidated financial statements of Allot Ltd. and its subsidiaries for the three-months ended March 31, 2025. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three-months ended March 31, 2025. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
2
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.
| Allot Ltd. | ||
| June 24, 2025 | By: | /s/ Liat Nahum |
| Liat Nahum | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
ALLOT LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2025
U.S. DOLLARS IN THOUSANDS
ALLOT LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AS OF MARCH 31, 2025
U.S. DOLLARS IN THOUSANDS
INDEX
- - - - - - - -
- 2 -
ALLOT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted deposits | ||||||||
| Short-term bank deposits | ||||||||
| Available-for-sale marketable securities | ||||||||
| Trade receivables, net (net of allowance for credit losses $ | ||||||||
| Other receivables and prepaid expenses | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Severance pay fund | ||||||||
| Restricted deposit | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 3 -
ALLOT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | $ | ||||||
| Employees and payroll accruals | ||||||||
| Deferred revenues | ||||||||
| Short-term operating lease liabilities | ||||||||
| Other payables and accrued expenses | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Deferred revenues | ||||||||
| Long-term operating lease liabilities | ||||||||
| Accrued severance pay | ||||||||
| Convertible debt | ||||||||
| Total long-term liabilities | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Share capital - Ordinary shares of NIS | ||||||||
| Additional paid-in capital | ||||||||
| Treasury share at cost - | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 4 -
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Products | $ | $ | ||||||
| Services | ||||||||
| Total revenues | ||||||||
| Cost of revenues: | ||||||||
| Products | ||||||||
| Services | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Research and development (net of grant participations of $ | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Financial income, net | ||||||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share: | ||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares used in per share computations of net loss: | ||||||||
| Basic and diluted | ||||||||
| Unrealized loss on available-for-sale marketable securities | ( | ) | ( | ) | ||||
| Total comprehensive loss from available-for-sale marketable securities | ( | ) | ( | ) | ||||
| Unrealized loss on foreign currency cash flow hedges transactions | ( | ) | ( | ) | ||||
| Net amount reclassified to earnings from hedging transactions | ( | ) | ( | ) | ||||
| Total comprehensive loss from hedge transactions | ( | ) | ( | ) | ||||
| Total other comprehensive loss | ( | ) | ( | ) | ||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 5 -
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands, except share data
| Ordinary shares | Additional | Accumulated other | Total | |||||||||||||||||||||||||
| Outstanding shares | Amount | paid-in capital | Treasury share | comprehensive income (loss) | Accumulated deficit | shareholders’ equity | ||||||||||||||||||||||
| Balance as of January 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Exercise of share options and restricted share units | ||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of January 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Exercise of share options and restricted share units | ||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 6 -
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation, amortization and impairment | ||||||||
| Share-based compensation | ||||||||
| Amortization of intangible assets | ||||||||
| Capital loss | ||||||||
| Amortization of issuance costs of Convertible debt | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in accrued severance pay, net | ( | ) | ( | ) | ||||
| Decrease in other assets, other receivables and prepaid expenses | ||||||||
| Increase in accrued interest and amortization of premium on available-for-sale marketable securities | ( | ) | ( | ) | ||||
| Decrease in operating lease right-of-use asset | ||||||||
| Decrease in operating leases liability | ( | ) | ( | ) | ||||
| Increase in trade receivables | ( | ) | ( | ) | ||||
| Decrease in inventories | ||||||||
| Increase (Decrease) in trade payables | ( | ) | ||||||
| Decrease in employees and payroll accruals | ( | ) | ( | ) | ||||
| Increase in deferred revenues | ||||||||
| Decrease (Increase) in other payables and accrued expenses | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Decrease in restricted deposits | ||||||||
| Investment in short-term bank deposits | ( | ) | ||||||
| Withdrawal in short-term bank deposits | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Investment in available-for sale marketable securities | ( | ) | ( | ) | ||||
| Proceeds from maturity of available-for-sale marketable securities | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
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ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from exercise of share options | ||||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 8 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 1: - ORGANIZATION AND DESCRIPTION OF BUSINESS
Allot Ltd. (the “Company”) was incorporated in November 1996 under the laws of the State of Israel. The Company is engaged in developing, selling and marketing of leading innovative network intelligence (“Allot Smart”) and security solutions (“Allot Secure”) for mobile and fixed service providers as well as enterprises worldwide.
NOTE 2: - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of Allot Ltd. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated balance sheet as of December 31, 2024, was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 27, 2025.
In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2025 and the Company’s condensed consolidated results of operations, shareholders’ equity, and cash flows for the three months ended March 31, 2025 and 2024. The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 or any other future interim or annual period.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 2: - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Revenues
During the three
months ended March 31, 2024 and 2025, the Company recognized revenue of approximately $
The portion of the transaction price allocated to remaining performance obligations represents contracts that have not yet been recognized
that include deferred revenue and amounts not yet received that will be recognized as revenue in future periods. As of March 31, 2025,
the aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize is
$
Significant Accounting Policies
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This ASU requires to disclose disaggregated information about certain income statement expense line items. Entities are required to disclose purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. Specified expenses, gains or losses that are already disclosed under existing US GAAP are required to be included in the disaggregated income statement expense line-item disclosures, and any remaining amounts need to be described qualitatively. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
- 10 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 3: - AVAILABLE-FOR-SALE MARKETABLE SECURITIES
The following is a summary of available-for-sale marketable securities:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| Amortized cost |
Gross unrealized gain |
Gross unrealized loss |
Fair Value |
Amortized cost | Gross unrealized gain |
Gross unrealized loss |
Fair value |
|||||||||||||||||||||||||
| Available-for-sale - matures within one year: | ||||||||||||||||||||||||||||||||
| US Governmental debentures | ||||||||||||||||||||||||||||||||
| Corporate debentures | ||||||||||||||||||||||||||||||||
| Available-for-sale - matures after one year through three years: | ||||||||||||||||||||||||||||||||
| US Governmental debentures | ||||||||||||||||||||||||||||||||
| Corporate debentures | ||||||||||||||||||||||||||||||||
| $ | $ | - | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of March 31, 2025 and December 31, 2024, the Company had no investments with a significant unrealized loss for more than 12 months.
As of March 31, 2025 and December 31, 2024, no credit loss impairment was recorded regarding the available for sale marketable securities.
NOTE 4: - FAIR VALUE MEASUREMENTS
In accordance with ASC No. 820, the Company measures its marketable securities and foreign currency derivative instruments at fair value. Cash equivalents and available-for-sale marketable securities are classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
As of March 31, 2025 and December 31, 2024, the Company did not have any assets or liabilities valued based on Level 3 valuations.
- 11 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 4: - FAIR VALUE MEASUREMENTS (Cont.)
The Company’s financial net assets measured at fair value on a recurring basis, including accrued interest components, consisted of the following types of instruments as of March 31, 2025, and December 31, 2024, respectively:
| As of March 31, 2025 | ||||||||||||||||
| Fair value measurements using input type | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Available-for-sale marketable securities | $ | $ | $ | $ | ||||||||||||
| Foreign currency derivative contracts | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Foreign currency derivative contracts | ( | ) | ( | ) | ||||||||||||
| Total financial net assets | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Fair value measurements using input type | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Available-for-sale marketable securities | $ | $ | $ | $ | ||||||||||||
| Foreign currency derivative contracts | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Foreign currency derivative contracts | ( | ) | ( | ) | ||||||||||||
| Total financial net assets | $ | $ | $ | $ | ||||||||||||
NOTE 5: - DERIVATIVE INSTRUMENTS
The Company enters into hedge transactions with a major financial institution, using derivative instruments, primarily forward contracts and options to purchase and sell foreign currencies, in order to reduce the net currency exposure associated with anticipated expenses (primarily salaries and related expenses that are designated as cash flow hedges) and trade receivables denominated in currencies other than U.S. dollar.
The Company currently hedges such future
exposures for a maximum period of
- 12 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 5: - DERIVATIVE INSTRUMENTS (Cont.)
The Company
records all derivatives on the consolidated balance sheets at fair value in accordance with ASC No. 820 at Level 2. Cash flow hedges are
recorded in other comprehensive income (loss) until the hedged item is recognized in earnings. The Company does not enter into derivative
transactions for trading purposes. The impact of the ineffective hedge transactions on the net income (loss) for the three months ended
March 31, 2025 and 2024, was $
The Company had a net unrealized gain
(loss) associated with cash flow hedges of $ (
The notional amounts of outstanding foreign currency contracts in U.S. dollar as of the periods presented were as follows:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Derivatives Designated as Hedging Instruments | ||||||||
| Foreign currency contracts | $ | ( | ) | $ | ||||
| Derivatives Not Designated as Hedging Instruments | ||||||||
| Foreign currency contracts | ||||||||
| Total derivative instruments | $ | ( | ) | $ | ||||
Gain or loss on the derivative instruments,
which partially offset the foreign currency impact from the underlying exposures, reclassified from other comprehensive profit (loss)
to cost of revenues for the three months ended March 31, 2025 and 2024 were $
The amount reclassified
from other comprehensive profit (loss) to Sales and marketing expenses for the three months ended March 31, 2025 and 2024 were $
The amount reclassified
from other comprehensive profit (loss) to General and administrative expenses for the three months ended March 31, 2025 and 2024 were
$
The amount reclassified
from other comprehensive profit (loss) to Research and development expenses for the three months ended March 31, 2025 and 2024 were $
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ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 5: - DERIVATIVE INSTRUMENTS (Cont.)
Non-designated hedges:
The Company also uses foreign currency forward contracts to mitigate variability in gains and losses generated from the re-measurement of certain monetary assets and liabilities denominated in foreign currencies. These derivatives do not qualify for special hedge accounting treatment. These derivatives are carried at fair value with changes recorded in financial income, net. Changes in the fair value of these derivatives are largely offset by the re-measurement of the underlying assets and liabilities. The derivatives have maturities of up to twelve months.
As of March
31 2025 and 2024, the Company’s outstanding non-hedge transactions were $
The fair value of the outstanding non-designated foreign exchange contracts recorded by the Company on its consolidated balance sheets as of March 31, 2025 and December 31, 2024, as assets and liabilities are as follows:
| March 31, | December 31, | |||||||||
| Foreign exchange forward and options contracts | Balance sheet | 2025 | 2024 | |||||||
| Fair value of foreign exchange non-designated hedge transactions | $ | $ | ||||||||
| Fair value of foreign exchange non-designated hedge transactions | ||||||||||
| Total derivatives non-designated as hedging instruments | $ | $ | ||||||||
NOTE 6: - INVENTORIES
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| $ | $ | |||||||
As of March 31, 2025 and December 31,
2024 , the finished products line item above includes deferral of the cost of goods sold for which revenue was not yet recognized in the
amount of approximately $
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ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 7: - PROPERTY AND EQUIPMENT, NET
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cost: | ||||||||
| Lab equipment | $ | $ | ||||||
| Computers and peripheral equipment | ||||||||
| Office furniture and equipment | ||||||||
| Leasehold improvements | ||||||||
| SECaaS equipment | ||||||||
| Accumulated depreciation: | ||||||||
| Lab equipment | ||||||||
| Computers and peripheral equipment | ||||||||
| Office furniture and equipment | ||||||||
| Leasehold improvements | ||||||||
| SECaaS equipment | ||||||||
| Depreciated cost | $ | $ | ||||||
Depreciation expenses for the three
months ended March 31, 2025 and 2024 was $
NOTE 8: - INTANGIBLE ASSETS, NET
| a. |
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Original Cost: | ||||||||
| Technology | $ | $ | ||||||
| Backlog | ||||||||
| Customer relationships | ||||||||
| Software license | ||||||||
| IP R&D | ||||||||
| $ | $ | |||||||
| Accumulated amortization: | ||||||||
| Technology | $ | $ | ||||||
| Backlog | ||||||||
| Customer relationships | ||||||||
| Software license | ||||||||
| IP R&D | ||||||||
| $ | $ | |||||||
| Amortized cost | $ | $ | ||||||
- 15 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 8: - INTANGIBLE ASSETS, NET (Cont.)
| b. | Amortization expense for the three months ended March 31 and 2025 and 2024, was $ |
| c. |
| Year ending December 31, | ||||
| 2025 (Remainder) | ||||
| Total | $ | |||
NOTE 9: - COMMITMENTS AND CONTINGENT LIABILITIES
| a. | Liens and guarantees: |
As of March 31,
2025, the Company has provided bank guarantees in respect of performance obligation to customers in an aggregate amount of approximately
$
| b. | Litigations: |
On November 2, 2021
two founders and six employees of Netonomy Ltd., a company acquired by Allot in January, 2018, filed a civil claim against Allot (the
“plaintiffs”), alleging that Allot breached certain clauses of the share acquisition agreement claiming damages in the amount
of app. $
There are ongoing legal proceedings against the rest. As of March 31, 2025, the results of this claim cannot be estimated.
NOTE 10: - SHAREHOLDERS’ EQUITY
| a. | Company’s shares: |
As of March 31,
2025, the Company’s authorized share capital consists of NIS
- 16 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 10: - SHAREHOLDERS’ EQUITY (Cont.)
| b. | Share option plan: |
A summary of the Company’s share option activity, pertaining to its option plans for employees and related information is as follows:
| Option Outstanding | ||||||||
| Number of shares upon exercise | Weighted average exercise price | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Forfeited | ||||||||
| Exercised | ( | ) | $ | |||||
| Balance as of March 31, 2025 | $ | |||||||
| Exercisable at end of year | $ | |||||||
The aggregate intrinsic
value represents the total intrinsic value (the difference between the Company’s closing share price on the last trading day of the three
months ended March 31, 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by
the option holders if all option holders exercised their options on March 31, 2025. This amount may change based on the fair market
value of the Company’s share. The total intrinsic value of options outstanding as of March 31, 2025, was
The total intrinsic
value of exercisable options as of March 31, 2025 was approximately $
The total intrinsic
value (the difference between the Company’s closing share price on the exercise date and the exercise price) of options exercised during
the three months ended March 31, 2025 was approximately $
The following provides a summary of the restricted share unit activity for the Company for the three months ended March 31, 2025:
| RSUs | ||||||||
| Number of shares upon exercise | Weighted average share price | |||||||
| Outstanding at beginning of year | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | ( | ) | $ | |||||
| Unvested at end of year | $ | |||||||
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ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 10: - SHAREHOLDERS’ EQUITY (Cont.)
As of March 31,
2025, $
Under the terms
of the above option plans, options may be granted to employees, officers, directors and various service providers of the Company and its
subsidiaries. The options vest over a four-year period, subject to the continued employment of the employee. The options generally expire
no later than
The Company granted
NOTE 11: - TAXES ON INCOME
The Company’s quarterly tax provision and estimates of its annual effective tax rate are subject to variation due to several factors,
including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, tax law developments, non-deductible
expenses, excess tax benefits from share-based compensation awards, and changes in its valuation allowance. Income tax expenses were $
NOTE 12: - GEOGRAPHIC AND SEGMENT INFORMATION
The Company identifies operating segments in accordance with ASC Topic 280, “Segment Reporting” as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”), or decision-making group, in making decisions regarding resource allocation and evaluating financial performance. Our Chief Executive Officer is our chief operating decision maker who evaluates performance and makes operating decisions about allocating resources based on consolidated financial data. Our CODM uses consolidated net income to measure segment profit or loss, to allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations, evaluate return on total assets in deciding whether to invest in the development and expansion of our consolidated operations or into strategic transactions, such as acquisitions and capital repurchases.
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ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 12: - GEOGRAPHIC AND SEGMENT INFORMATION (Cont.)
Allot operates in a single reportable segment. Revenues are based on the location of the Company’s channel partners which are considered as end customers, as well as direct customers of the Company:
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Europe | $ | $ | ||||||
| Asia and Oceania | ||||||||
| Americas | ||||||||
| Middle East and Africa | ||||||||
| $ | $ | |||||||
The following table sets forth the customers that represented 10% or more of the Company’s total revenues in each of the periods set forth below:
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| 1st Customer | % | |||||||
| 2nd Customer | % | |||||||
| % | ||||||||
A total percentage
of
The following presents total long-lived assets as of March 31, 2025 December 31, 2024:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Israel | $ | $ | ||||||
| Other | ||||||||
| $ | $ | |||||||
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ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 13: - RELATED PARTIES BALANCES AND TRANSACTIONS
Lynrock Lake Master Fund LP (“Lynrock”)
is a Major Sharholder of the Company’s ordinary shares as of March 31, 2025 and December 31, 2024 . As of March 31, 2025 , the Company
had an outstanding senior unsecured promissory note in an aggregate principal amount of $
In addition, as of March 31, 2025 and
December 31, 2024, the Company had Convertible debt balances due to its Note in amounts of approximately $
NOTE 14: - CONVERTIBLE NOTES
On February 14, 2022, the Company issued
to Lynrock Lake Master Fund LP a senior unsecured promissory note in an aggregate principal amount of $
In event of a change of control (as defined in the note), the holder of the note has the right to require the company to convert all or a portion of the note to ordinary shares or redeem all (but not less than all) of the outstanding principal amount of the note.
In the event of such a conversion or redemption in connection with a change in control, the company will also be required to pay the holder an amount in cash equal to 6% per annum on the then-outstanding principal amount of the note from the date of such conversion or redemption trough the maturity date, as it may have been extended.
The Convertible Notes consisted of the following as of March 31, 2025:
| March 31, | ||||
| 2025 | ||||
| Liability: | ||||
| Principal | $ | |||
| Unamortized issuance costs | ||||
| Net carrying amount | $ | |||
As of the issuing date, the company
recorded the issuance costs related to the Note in amount of $
The company recorded amortization expenses
related to the issuance costs during the three months ended March 31, 2025, and 2024 in the amounts of $
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Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This operating and financial review and prospects provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the period described. This discussion should be read in conjunction with our consolidated interim financial statements and the notes to the financial statements for the three months ended March 31, 2025, furnished with our Report of Foreign Private Issuer on Form 6-K. In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025 (our “Annual Report”), including the consolidated annual financial statements as of December 31, 2024 and their accompanying notes included therein and “Item 5. Operating and Financial Review and Prospects.”
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. As a result of many factors, such as those set forth under “ITEM 3.D: Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of our Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements.
Key Components of Results of Operations
Revenues
We generate revenues from two sources: (1) sales of our network traffic management systems, our network management application solutions and platforms, and our security solution to telecom providers and (2) the provision of maintenance and support services and professional services, including installation and training. We generally provide maintenance and support services pursuant to a maintenance and support program, which may be purchased by customers at the time of product purchase or on a renewal basis.
We recognize revenue under the core principle that transfer of control of our products or services to our customers should be reflected by an amount that represents the consideration we expect to receive in revenue. As such, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenues when (or as) we satisfy each performance obligation. Apart from our Security-as-a-Service deals, we typically grant a one-year hardware and three-month software warranty on all of our products, or one-year hardware and software warranty to customers that purchase annual maintenance and support. As part of our Security-as-a-Service offering, the maintenance and support services are inherent to the security service fee. Typically, our support contracts with our customers provide hot line support, warranty, and software updates and upgrades if and when available. We record a provision for warranty at the time the product’s revenue is recognized. We estimate the liability of possible warranty claims based on our historical experience. Warranty claims have to date been immaterial to our results of operations. Maintenance and support revenues are recognized on a straight-line basis over the term of the applicable maintenance and support agreement.
Comparison of Period to Period Results of Operations
The following table sets forth our results of operations in dollars and as a percentage of revenues for the periods indicated:
| Three Months Ended March 31, | ||||||||
| (In USD thousands) | ||||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Products | 6,465 | 7,400 | ||||||
| Services | 16,685 | 14,490 | ||||||
| Total revenues | 23,150 | 21,890 | ||||||
| Cost of revenues: | ||||||||
| Products | 3,317 | 3,013 | ||||||
| Services | 3,786 | 3,779 | ||||||
| Total cost of revenues | 7,103 | 6,792 | ||||||
| Gross profit | 16,047 | 15,098 | ||||||
| Operating expenses: | ||||||||
| Research and development (net of grant participations of $ 10 and $ 144 for the three months ended March 31, 2025, and 2024, respectively) | 5,991 | 7,149 | ||||||
| Sales and marketing | 7,338 | 7,790 | ||||||
| General and administrative | 3,427 | 2,902 | ||||||
| Total operating expenses | 16,756 | 17,841 | ||||||
| Operating loss | (709 | ) | (2,743 | ) | ||||
| Financial income, net | 673 | 540 | ||||||
| Loss before income tax expense | (36 | ) | (2,203 | ) | ||||
| Income tax expense | 296 | 307 | ||||||
| Net loss | (332 | ) | (2,510 | ) | ||||
Products. Product revenues decreased by $0.9 million, or 12.6%, to $6.5 million in the three months ended March 31, 2025 from $7.4 million in the three months ended March 31, 2024. The decrease in product revenues is primarily attributable to fluctuations in AllotSmart projects completed.
Services. Service revenue includes revenues from professional services, SECaaS and support and maintenance. Service revenues increased by $2.2 million, or 15.1%, to $16.7 million in the three months ended March 31, 2025, from $14.5 million in the three months ended March 31, 2024. The increase in service revenues is primarily attributable to an increase in SECaaS revenue and support and maintenance revenue.
Product revenues comprised 27.9% of our total revenues in the three months ended March 31, 2025, a decrease of 5.9% compared to the three months ended March 31, 2024, while the services revenues portion of total revenues comprised 72.1% of our total revenues in the three months ended March 31, 2025, an increase of 5.9% compared to the three months ended March 31, 2024.
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Geographic Breakdown. During the three months ended March 31, 2025, revenues in Europe, the Middle East and Africa (EMEA) increased by $4.3 million, or 34.4%, to $16.8 million, compared to $12.5 million in the three months ended March 31, 2024. This increase is primarily attributable to an increase in service revenue. Revenues in Asia Pacific decreased by $1.4 million, or 27.1%, to $3.7 million, compared to $5.1 million in the three months ended March 31, 2024. Revenues in the Americas decreased by $1.7 million, or 38.4%, to $2.6 million, compared to $4.3 million in the three months ended March 31, 2024. This decrease was primarily attributable to fluctuations in AllotSmart projects completed offset by increase in SECaaS revenue.
Cost of revenues and gross margin
Our products’ cost of revenues consists primarily of costs of materials, manufacturing services and overhead, warehousing and product testing. Our services’ cost of revenues consists primarily of salaries and related personnel costs for our customer success staff.
Products. Cost of product revenues increased by $0.3 million, or 10.0%, to $3.3 million in the three months ended March 31, 2025 from $3.0 million in the three months ended March 31, 2024. This increase is primarily attributable to fluctuations in AllotSmart projects completed . Product gross margin decreased to 48.7% in the three months ended March 31, 2025 from 59.3% in the three months ended March 31, 2024.
Services. Cost of services revenues was $3.8 million for each of the three ended March 31, 2025 and March 31, 2024. Services gross margin increased to 77.3% in the three months ended March 31, 2025 from 73.9% in the three months ended March 31, 2024. The increase in services gross margin was mainly attributed to an increase in service revenue and a cost reduction process done during 2024 to align cost structure.
Total gross margin for the three months ended March 31, 2025 increased to 69.3%, compared to 69.0% for the three months ended March 31, 2024. The increase in gross margin is attributable to a change in our mix of services and products.
Operating expenses
Research and development. Our research and development expenses consist primarily of salaries and related personnel costs, costs for subcontractor services, depreciation, rent and costs of materials consumed in connection with the design and development of our products. We expense all of our research and development costs as they are incurred. Our net research and development expenses are comprised of gross research and development expenses offset by financing through grants from the Israel Innovation Authority and Spain Tax Authority. Such participation grants are recognized at the time at which we are entitled to such grants on the basis of the costs incurred and included as a deduction of research and development expenses. We believe that significant investment in research and development, including hiring high quality research and development personnel, is essential to our future success.
Net research and development expenses decreased by $1.1 million, or 16.2%, to $6.0 million in the three months ended March 31, 2025, from $7.1 million in the three months ended March 31, 2024. This decrease is primarily attributable to a reduction in workforce and strategic organizational changes done at the company. Net research and development expenses as a percentage of total revenues decreased to 25.9% in the three months ended March 31, 2025 from 32.7% in the three months ended March 31, 2024.
Sales and marketing. Our sales and marketing expenses consist primarily of salaries and related personnel costs, travel expenses, costs associated with promotional activities such as public relations, conventions and exhibitions, rental expenses, depreciation and commissions paid to third parties, promote our brand, establish new marketing channels and expand our presence worldwide.
Sales and marketing expenses decreased by $0.5 million, or 5.8%, to $7.3 million in the three months ended March 31, 2025 from $7.8 million in the three months ended March 31, 2024. This decrease is primarily attributable to a reduction in workforce and organizational change done in the sales structure. Sales and marketing expenses as a percentage of total revenues decreased to 31.7% in the three months ended March 31, 2025, from 35.6% in the three months ended March 31, 2024.
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General and administrative. Our general and administrative expenses consist of salaries and related personnel costs, rental expenses, costs for professional services, credit loss expenses and depreciation. General and administrative expenses also include costs associated with corporate governance, VAT and other tax expenses and regulatory compliance, compliance with the rules implemented by the SEC, the Nasdaq Stock Market and the Tel Aviv Stock Exchange and premiums for our director and officer liability insurance.
General and administrative expenses increased by $0.5 million, or 18.1%, to $3.4 million in the three months ended March 31, 2025, from $2.9 million in the three months ended March 31, 2024.This increase is primarily driven by one-time costs associated with the downsizing of office space. General and administrative expenses as a percentage of total revenues increased to 14.8% in the three months ended March 31, 2025, from 13.3% in the three months ended March 31, 2024.
Financial and other income, net. In the three months ended March 31, 2025, we had $0.7 million financial and other income, net. In the three months ended March 31, 2024, we had $0.5 million financial income, net. The change in 2025 was mainly attributed to an increase in interest income.
Income tax expense. In each of the three months ended March 31, 2025, and March 31, 2024, we had $0.3 million income tax expense.
Liquidity and Capital Resources
As of March 31, 2025, we had $10.1 million in cash and cash equivalents, $33.4 million available for sale marketable securities, $16.7 million in short-term bank deposits and $0.6 million in short-term restricted deposits. As of March 31, 2025, our working capital, which we calculate by subtracting our current liabilities from our current assets, was $56.3 million.
Based on our current business plan, we believe that our existing cash balances will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next twelve months. If our estimates of revenues, expense or capital or liquidity requirements change or are inaccurate and are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or arrange additional debt financing. In addition, we may seek to sell additional equity or arrange debt financing to give us financial flexibility to pursue attractive acquisitions or investment opportunities that may arise in the future.
Operating activities. Net cash provided by operating activities was $1.7 million for the three months ended March 31, 2025, compared with net cash used in operating activities of $2.3 million for the three months ended March 31, 2024. The change is primarily attributable to a change in net profit (loss).
Investing activities. Net cash used in investing activities was $8.0 million for the three months ended March 31, 2025, compared with net cash provided by investing activities of $10.8 million for the three months ended March 31, 2024. The change is primarily attributable to investment in short-term bank deposits and marketable securities.
Financing activities. Net cash provided by financing activities was $0.2 million for the three months ended March 31, 2025. There was no material net cash provided by financing activities in the three months ended March 31, 2024.
4