Ceragon Networks Ltd 6-K, filed Aug 20, 2025
Ceragon Networks Ltd (CRNT)
6-K
2025-08-20
For: 2025-06-30
View Original
Added on
April 11, 2026
About this 6-K
Ceragon Networks Ltd filed this 6-K on August 20, 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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 August 2025
Commission File Number: 0-30862
 (Translation of registrant’s name into English)
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(Address of principal executive offices)
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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): _____
EXPLANANTORY NOTE
Ceragon Networks Ltd. (the “Registrant”) is furnishing on this Form 6-K its unaudited interim consolidated financial statements for the six months ended June 30, 2025, and the related Operating and Financial Review and Prospects for such period. The Registrant is also furnishing the consent of its independent registered accounting firms to the incorporation by reference into Registrant’s Registration Statement on Form F-3 (No. 333-217194) of its opinion on the Registrant’s consolidated financial statements included in Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024.
Exhibits
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Exhibit Number
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Description
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101
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Interactive Data File relating to the materials in this report on Form 6-K is formatted in Extensible Business Reporting Language (XBRL).
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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.
This Form 6-K, including all exhibits hereto, is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.
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CERAGON NETWORKS LTD.
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Date: August 20, 2025
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By: /s/ Ronen Stein
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Name: Ronen Stein
Title: Chief Financial Officer |
Exhibit 99.1
CERAGON NETWORKS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
U.S. DOLLARS IN THOUSANDS
UNAUDITED
INDEX
Page | |
F-2 - F-3 | |
F-4 | |
F-5 | |
F-6 | |
F-7 | |
F-8 - F-24 |
- - - - - - - - - - - - -
CERAGON NETWORKS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30,
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December 31,
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||||||||||
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Note
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2025
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2024
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|||||||||
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Unaudited
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|||||||||||
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$ thousands
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|||||||||||
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ASSETS
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|||||||||||
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CURRENT ASSETS:
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|||||||||||
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Cash and cash equivalents
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Trade receivables (net of allowance for credit losses
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4
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||||||||||
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of $
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|||||||||
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Inventories
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5
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||||||||
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Other accounts receivable and prepaid expenses
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|||||||||
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Total current assets
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|||||||||
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NON-CURRENT ASSETS:
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|||||||||||
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Severance pay and pension fund
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|||||||||
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Property and equipment, net
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Operating lease right-of-use assets
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|||||||||
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Intangible assets, net
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Goodwill
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|||||||||
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Other non-current assets
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|||||||||
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Total non-current assets
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|||||||||
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Total assets
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|||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 2
CERAGON NETWORKS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30,
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December 31,
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||||||||||
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Note
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2025
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2024
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|||||||||
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Unaudited
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|||||||||||
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$ thousands
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|||||||||||
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LIABILITIES AND SHAREHOLDERS' EQUITY
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|||||||||||
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CURRENT LIABILITIES:
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|||||||||||
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Trade payables
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|||||||||
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Deferred revenues
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Short-term loans
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Operating lease liabilities
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|||||||||
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Other accounts payable and accrued expenses
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|||||||||
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Total current liabilities
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|||||||||
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NON-CURRENT LIABILITIES:
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|||||||||||
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Accrued severance pay and pensions
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|||||||||
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Operating lease liabilities
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Other long-term payables
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|||||||||
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Total non-current liabilities
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|||||||||
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COMMITMENTS AND CONTINGENT LIABILITIES
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8
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||||||||||
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SHAREHOLDERS' EQUITY:
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9
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||||||||||
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Share capital:
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|||||||||||
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Ordinary shares of NIS
Authorized:
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|||||||||
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Additional paid-in capital
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Treasury shares at cost –
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(
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)
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(
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)
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Accumulated other comprehensive loss
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(
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(
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Accumulated deficit
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(
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(
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Total shareholders' equity
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Total liabilities and shareholders' equity
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The accompanying notes are an integral part of the consolidated financial statements.
F - 3
CERAGON NETWORKS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Six months ended
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||||||||
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June 30,
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2025
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2024
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Unaudited
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||||||||
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$ thousands
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||||||||
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Revenues
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Cost of revenues
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Gross profit
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Operating expenses:
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Research and development, net
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Sales and Marketing
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General and administrative
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Restructuring and related charges
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Acquisition- and integration-related charges
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Total operating expenses
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Operating income
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Financial and other expenses, net
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Income (loss) before taxes
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(
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Taxes on income
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Net income (loss)
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(
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Basic net income (loss) per share
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(
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Diluted net income (loss) per share
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(
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)
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Weighted average number of shares used in computing basic net income (loss) per share
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Weighted average number of shares used in computing diluted net income (loss) per share
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The accompanying notes are an integral part of the consolidated financial statements.
F - 4
CERAGON NETWORKS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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June 30,
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June 30,
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|||||||
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2025
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2024
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Unaudited
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||||||||
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$ thousands
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Net income (loss)
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(
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Other comprehensive income (loss)
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Change in foreign currency translation adjustment
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(
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Cash flow hedges:
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Change in net unrealized losses
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(
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Amounts reclassified into net income (loss)
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(
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Net change
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(
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Other comprehensive income (loss), net
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(
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Total of comprehensive income
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The accompanying notes are an integral part of the consolidated financial statements.
F - 5
CERAGON NETWORKS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
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Six months ended June 30, 2024:
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Ordinary shares
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Share
capital
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Additional
paid-in
capital
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Treasury shares at cost
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Accumulated other comprehensive loss
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Accumulated deficit
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Total shareholders' equity
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|||||||||||||||||||||
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$ thousands
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$ thousands
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$ thousands
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$ thousands
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$ thousands
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$ thousands
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|||||||||||||||||||||||
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Balance as of January 1, 2024
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(
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)
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(
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)
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(
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)
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Exercise of options and vesting of RSUs
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Share-based compensation
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-
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Other comprehensive loss, net
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-
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(
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(
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Net income
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-
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Balance as of June 30, 2024 (Unaudited)
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(
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(
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(
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Six months ended June 30, 2025:
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Ordinary shares
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Share
capital
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Additional
paid-in
capital
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Treasury shares at cost
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Accumulated other comprehensive income
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Accumulated deficit
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Total shareholders' equity
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|||||||||||||||||||||
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$ thousands
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$ thousands
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$ thousands
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$ thousands
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$ thousands
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$ thousands
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|||||||||||||||||||||||
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Balance as of January 1, 2025
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(
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)
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(
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(
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||||||||||||||||||
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Exercise of options and vesting of RSUs
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(
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||||||||||||||||||||
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Share-based compensation
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-
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Shares issued as consideration in connection with the acquisition of End 2 End Technologies, LLC
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Shares issued as consideration in connection with the acquisition of Siklu Communication Ltd.
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Other comprehensive income, net
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-
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Net loss
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-
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(
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(
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|||||||||||||||||||
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Balance as of June 30, 2025 (Unaudited)
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(
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)
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(
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)
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(
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||||||||||||||||||
*) Represent an amount lower than $1 thousand
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
CERAGON NETWORKS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Six months ended
June 30,
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||||||||
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2025
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2024
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|||||||
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Unaudited
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||||||||
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$ thousands
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||||||||
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Cash flow from operating activities:
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||||||||
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Net income (loss)
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(
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)
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|||||
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Adjustments required to reconcile net income (loss) to net cash provided
By operating activities:
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||||||||
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Depreciation and amortization
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Loss from sale of property and equipment
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Share-based compensation
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Decrease (increase) in accrued severance pay and pensions, net
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(
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)
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|||||
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Decrease (increase) in trade receivables, net
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(
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)
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|||||
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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)
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(
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)
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(
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)
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||||
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Decrease in inventories
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Decrease in operating lease right-of-use assets
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||||||
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Increase (decrease) in trade payables
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(
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)
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Decrease in other accounts payable and accrued expenses (including other long-term liabilities)
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(
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)
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(
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)
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||||
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Decrease in operating lease liability
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(
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)
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(
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)
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||||
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Decrease in deferred revenues
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(
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)
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(
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)
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Net cash provided by operating activities
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Cash flow from investing activities:
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||||||||
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Purchase of property and equipment
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(
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)
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(
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)
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Software development costs capitalized
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(
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)
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(
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)
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Payments made in connection with business acquisitions, net of acquired cash
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(
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)
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Net cash used in investing activities
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(
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(
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Cash flow from financing activities:
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Proceeds from exercise of stock options
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Repayments of bank credits and loans, net
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(
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)
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(
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)
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Net cash used in financing activities
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(
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)
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(
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Effect of exchange rate changes on cash and cash equivalents
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(
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)
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Decrease in cash and cash equivalents
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(
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)
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(
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)
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||||
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Cash and cash equivalents at the beginning of the period
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Cash and cash equivalents at the end of the period
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||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 1: |
GENERAL
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| a. |
Ceragon Networks Ltd. ("the Company") is a global innovator and leading solutions provider of end-to-end wireless connectivity, specializing in transport, access, and AI-powered managed & professional services. The Company helps operators and other service providers worldwide increase operational efficiency and enhance end customers’ quality of experience with innovative wireless backhaul and fronthaul solutions. The Company’s unique multicore technology and disaggregated approach to wireless transport provides highly reliable, fast to deploy, high-capacity wireless transport for a wide range of communication network use cases with minimal use of spectrum, power, real estate, and labor resources. It enables increased productivity, as well as simple and quick network modernization. The Company delivers 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 its customers.
The Company sells its products through a direct sales force, systems integrators, distributors and original equipment manufacturers.
The Company's wholly owned subsidiaries provide research and development, marketing, manufacturing, distribution, sales and technical support to the Company's customers worldwide.
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| b. |
On December 4,2023 the Company completed a series of definitive agreements with Siklu Communication Ltd. (“Siklu”) and Siklu Inc. (the “Seller”), referred to as the “Siklu Acquisition”. In the framework of the Siklu Acquisition, the Company acquired all of the outstanding shares of Siklu and the assets and business activities of the Seller. Siklu is a privately held Israeli-based company which is a provider of multi-Gigabit “wireless fiber” connectivity in urban, suburban and rural areas. In connection with the Siklu acquisition, during the six months ended June 30, 2025, the Company recorded an income adjustment to the fair value of its Holdback Consideration of $
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| c. |
On January 31, 2025, the Company completed a series of definitive agreements with End 2 End Technologies, LLC (“E2E”), and E2E’s stockholders (the “E2E Sellers”), referred to as the “E2E Acquisition”. In the framework of the E2E Acquisition, the Company acquired by way of merger E2E. E2E is a US systems integration and software development company that serves Private Networks, primarily in the Energy and Utilities markets (See Note 3 – Acquisitions).
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| NOTE 2: |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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| a. |
Condensed consolidated financial statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding condensed financial reporting. In the management`s opinion, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s unaudited condensed consolidated financial position as of June 30, 2025, as well as its results of operations and cash flows for the six months ended June 30, 2025, and 2024. The results of operations for the six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
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F - 8
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 2: |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
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| b. |
Use of estimates
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The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. On an ongoing basis, the Company's management evaluates estimates, including those related to the fair value of acquired intangible assets and goodwill and the useful life of intangible assets, tax assets and liabilities, fair values of share-based awards, inventory write-offs, warranty provision and allowance for credit loss. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates.
| c. |
Significant accounting policies
|
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on March 25, 2025. There have been no significant changes to these policies during the six months ended June 30, 2025.
| d. |
Recently issued Accounting Standards
|
| 1. |
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for the Company for annual periods beginning January 1, 2025. The Company is currently evaluating the impact on its financial statement disclosures.
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| 2. |
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): “Disaggregation of Income (loss) Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disaggregation of certain costs and expenses included in each relevant expense caption on the Company's consolidated income (loss) statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-04 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact from ASU 2024-03 on its consolidated financial statements disclosures.
|
F - 9
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 2: |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| d. |
Recently issued Accounting Standards (Cont.)
|
| 3. |
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this amendment on its Consolidated Financial Statements and related disclosures.
|
| e. |
Restructuring and related charges
|
During 2025 and 2024, the Company approved cost reduction and re-organization plans that included, among other things, downsizing the Company’s number of employees (the “2025 Restructuring Plan”).
The Company recorded contractual and termination severance pay and other related costs for the impacted employees.
The liabilities related to the restructuring plans as of June 30, 2025, and 2024 amounted to $1,517 thousand and $763 thousand, respectively.
The Company does not expect to incur additional costs related to the 2025 and 2024 Restructuring plans.
| NOTE 3: |
ACQUISITIONS
|
| A. |
End 2 End
|
On January 31,2025 the Company completed the E2E Acquisition. See also note 1C.
As consideration for the E2E Acquisition, the Company issued to the E2E Sellers 214,657 ordinary shares of the Company with a fair value of $990 thousand (the "Share Consideration") and paid $6,741 thousand in cash (the "Cash Consideration"). In addition, the Company accounted for $475 thousand for additional consideration of up to 102,938 ordinary shares of the Company, which will be released from holdback and issued to the E2E Sellers over 24 months from the acquisition date (the "Holdback Amount"). The Company classifies the Holdback Amount as a liability that is marked to market each reporting period. As of June 30, 2025, the Company recorded an income adjustment to the fair value of its Holdback Amount of $221 thousand in Financial and other expenses, net. The E2E Sellers shall be entitled, in certain circumstances, to an Earn-Out consideration in the form of up to 461,076 ordinary shares of the Company and up to $1,587 thousand in cash. In addition, if during the period from the closing date to December 31, 2026, the Company enters into an agreement with a designated E2E customer, the Sellers shall be entitled to an additional Earn-Out consideration, payable in cash, equal to 50% of the agreement price (both together “Earn-Out”). The Company classifies the Earn-Out as a liability that is marked to market each reporting period. The fair value of the Earn-Out as of the acquisition date amounted to $1,663 thousand.
The E2E Acquisition has been accounted for as a business combination, and the financial results of E2E have been included in the Company's consolidated financial statements for the period subsequent to the E2E Acquisition.
F - 10
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
ACQUISITIONS (Cont.)
|
| A. |
End 2 End (Cont.)
|
A preliminary summary of the allocation of the purchase consideration for E2E is as follows:
|
Amortization Period
|
Amount
|
|||||
|
years
|
$ thousands
|
|||||
|
Cash Consideration
|
|
|||||
|
Share Consideration
|
|
|||||
|
Holdback Amount
|
|
|||||
|
Earn-Out
|
|
|||||
|
Fair value of total consideration
|
|
|||||
|
Fair value of assets acquired and liabilities assumed:
|
||||||
|
Current assets (including cash and cash equivalents of $
|
|
|||||
|
Non-current assets
|
|
|||||
|
Trademark
|
|
|
||||
|
Customer Relationships
|
|
|
||||
|
Technology
|
|
|
||||
|
Goodwill
|
|
|||||
|
Other current liabilities
|
(
|
)
|
||||
|
Long-term liabilities
|
(
|
)
|
||||
|
|
||||||
The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired developed technology, customer relationships and trademark intangible assets. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk.
The valuation assumptions take into consideration the Company's estimates of customer attrition, technology obsolescence and revenue growth projections. The Company is amortizing the identifiable intangible assets arising from the E2E Acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a useful life range of 2 -4 years. On the day of the E2E acquisition, there was no difference between tax basis to book basis, therefore no deferred taxes were recorded. The goodwill is expected to be fully deductible for income tax purposes.
Pro forma results of operations have not been presented because the effects of the acquisition were not material to our consolidated statements of operations.
| B. |
Acquisition- and Integration- Related Charges
|
Acquisition-related expenses include those expenses related to acquisitions that would otherwise not have been incurred by the Company, including professional and services fees, such as legal, audit, consulting, paying agent and other fees. Acquisition-related costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.
F - 11
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
ACQUISITIONS (Cont.)
|
B. Acquisition- and Integration- Related Charges (Cont.)
Integration-related expenses represent incremental costs related to combining the Company and its business acquisitions, such as third-party consulting and other third-party services related to merging the previously separate companies' systems and processes.
The components of Acquisition- and integration-related expenses incurred in the six months ended June 30, 2025, and 2024, were as follows:
|
Six months ended
|
||||||||
|
June 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
$ thousands
|
||||||||
|
Acquisition-related professional and services fees
|
|
|
||||||
|
Integration-related expenses
|
|
|
||||||
|
Earn-Out fair value adjustment
|
|
|
||||||
|
Total acquisition- and integration-related expenses
|
|
|
||||||
The components of Acquisition- and integration-related expenses incurred in the six months ended June 30, 2025, related to the E2E Acquisition, and the components of Acquisition- and integration-related expenses incurred in the six months ended June 30, 2024 related to the Siklu Acquisition.
The table below presents the changes in the Earn-Out, which was classified as Level 3 and measured at fair value on a recurring basis, in the six months ended June 30, 2025:
|
$ thousands
|
||||
|
Fair value as of acquisition date
|
|
|||
|
Fair value adjustment
|
|
|||
|
Fair value at the end of the period
|
|
|||
The Company estimated the fair value of the Earn-Out by utilizing a Monte Carlo simulation and an income approach method. The significant assumptions used in the model mainly relate to the projected revenues and EBITDA for 2025, as well as the estimated agreement price with a designated customer and the probability of such an agreement. Changes in Earn-Out fair value are recorded in the consolidated statements of operations under Acquisition- and integration-related charges.
| NOTE 4: |
CREDIT LOSSES
|
The Company is exposed to credit losses primarily through sales to customers. The Company’s expected loss allowance methodology for trade receivables is developed using historical collection experience and current and future economic and market conditions.
The estimate of the amount of trade receivable that may not be collected is based on the geographic location of the trade receivable balances, aging of the trade receivable balances, the financial condition of customers and the Company’s historical experience with customers in similar geographies. Additionally, specific allowance amounts are established to record the appropriate provision for customers who have a higher probability of default.
F - 12
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 4: |
CREDIT LOSSES (Cont.)
|
The following table provides a roll-forward of the allowance for credit losses that is deducted from the trade receivables balance to present the net amount expected to be collected:
|
June 30,
2025
|
December 31,
2024
|
|||||||
|
$ thousands
|
$ thousands
|
|||||||
|
Balance, at beginning of period
|
|
|
||||||
|
Provision for expected credit losses
|
|
|
||||||
|
Recoveries collected
|
(
|
)
|
(*)(
|
|
||||
|
Amounts written off charged against the allowance and others
|
|
(
|
)
|
|||||
|
Balance, at end of period
|
|
|
||||||
| * |
On May 28, 2024, the Company announced that it had reached a settlement agreement with a South American customer to collect a debt of $
|
| NOTE 5: |
INVENTORIES
|
|
June 30,
2025
|
December 31,
2024
|
|||||||
|
$ thousands
|
$ thousands
|
|||||||
|
Raw materials
|
|
|
||||||
|
Work in progress
|
|
|
||||||
|
Finished products
|
|
|
||||||
|
|
|
|||||||
During the six-month period ended June 30, 2025, and 2024 the Company recorded inventory write-offs for excess inventory and slow-moving inventory in a total amount of $748 thousand and $2,311 thousand respectively that have been included in cost of revenues.
As of June 30, 2025, the Company has an outstanding inventory purchase orders with its suppliers in the amount of $ 21,814 thousand. The commitments are due primarily within one year.
F - 13
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 6: |
FAIR VALUE MEASUREMENT
|
The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, short-term deposits, accounts receivable, prepaid expenses and other assets, accounts payable,
accrued expenses and other liabilities, approximate their fair value due to the short-term maturities of such instruments.
The following table sets forth the Company’s assets that were measured at fair value on a recurring bases as of June 30, 2025, and December 31, 2024, by level within the fair value hierarchy:
|
Fair value measurements using input type
|
|||||||||
|
Fair value
|
June 30,
|
December 31
|
|||||||
|
hierarchy
|
2025
|
2024
|
|||||||
|
$ thousands
|
|||||||||
|
Derivatives instruments
|
Level 2
|
|
|
||||||
|
Earn-Out
|
Level 3
|
|
|
||||||
| NOTE 7: |
DERIVATIVE INSTRUMENTS
|
The Company enters into foreign currency forward and option contracts with financial institutions to protect against the exposure to changes in exchange rates of several foreign currencies that are associated with forecasted cash flows and existing assets and liabilities. The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.
The fair value of derivative contracts in the consolidated balance sheets at June 30, 2025 and December 31, 2024 were as follows:
|
Other accounts receivable and prepaid expenses
|
Other accounts payable and accrued expenses
|
|||||||
|
June 30, 2025
|
||||||||
|
$ thousands
|
||||||||
|
Derivatives designated as hedging instruments:
|
||||||||
|
Currency forward contracts
|
|
|
||||||
|
Total derivatives
|
|
|
||||||
|
Other accounts receivable and prepaid expenses
|
Other accounts payable and accrued expenses
|
|||||||
|
December 31, 2024
|
||||||||
|
$ thousands
|
||||||||
|
Derivatives designated as hedging instruments:
|
||||||||
|
Currency forward contracts
|
|
(
|
)
|
|||||
|
Total derivatives
|
|
(
|
)
|
|||||
F - 14
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 7: |
DERIVATIVE INSTRUMENTS (cont'd)
|
The notional amounts of outstanding derivative contracts in U.S. dollars at June 30, 2025 and December 31, 2024 were as follows:
|
June 30,
2025
|
December 31,
2024
|
|||||||
|
$ thousands
|
$ thousands
|
|||||||
|
Derivatives designated as hedging instruments
|
||||||||
|
Currency forward contracts
|
|
|
||||||
|
Total derivatives
|
|
|
||||||
The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions is up to 12 months.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses from contracts that were not designated as hedging instruments are recognized in "financial and other expenses, net".
The effect of total income (loss) from derivative contracts designated as cash flow hedges in the consolidated statements of operations for the six months ended June 30, 2025, and 2024 was as follows:
|
Six months ended
June 30
|
||||||||
|
2025
|
2024
|
|||||||
|
$ thousands
|
$ thousands
|
|||||||
|
|
|
(
|
)
|
|||||
|
|
|
(
|
)
|
|||||
|
|
|
(
|
)
|
|||||
|
|
|
(
|
)
|
|||||
|
Total
|
|
(
|
)
|
|||||
| NOTE 8: |
COMMITMENTS AND CONTINGENT LIABILITIES
|
| a. |
Israel Innovation Authority
|
During the six months ended June 30, 2025, and 2024, the Company received several grants from the Israel Innovation Authority (“IIA”). The grants require the Company to comply with the requirements of the Research and Development Law, however, the Company is not obligated to pay royalties on sales of products based on technology or know how developed from these grants. In a case involving the transfer of technology or know how developed from the grants outside of Israel, the Company may be required to pay royalties related to past sales of products based on the technology or the developed know how. The Company recorded the IIA grants as a reduction of research and development expenses in the six months ended June 30, 2025, and 2024 in the amount of $826 thousand and $765 thousand respectively.
F - 15
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 8: |
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
| a. |
Israel Innovation Authority (Cont.)
|
Prior to the Siklu Acquisition, Siklu had received research and development grants from the IIA. The Company assumed Siklu's contract with the IIA, which requires the Company to pay royalties to the IIA on sales of products based on technology or know-how developed from the grants. The royalties were calculated at the rates of 3 % to 4 % of the aggregated proceeds from the sale of such products. As of June 30, 2025 the Company's maximum possible future royalties commitment, including $2,709 thousand of unpaid royalties accrued, was $10,120 thousand, based on grants received from the IIA and not yet repaid.
| b. |
Charges and guarantees:
|
As of June 30, 2025, and December 31, 2024, the Company provided bank guarantees in an aggregate amount of $17,342 thousand and $18,555 thousand, respectively, with respect to tender offer guarantees, financial guarantees, warranty guarantees and performance guarantees to its customers.
| c. |
Litigations:
|
The Company is currently involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss.
| 1) |
Motion to Approve a Class Action (District Court of Tel Aviv - Economic Department)
|
On January 6, 2015 the Company was served with a motion to approve a purported class action, naming the Company, its Chief Executive Officer and its directors as defendants (the “Defendants”). The motion was filed with the District Court of Tel-Aviv (the “Court”). The purported class action alleges breaches of duties by making false and misleading statements in the Company’s SEC filings and public statements. The class action claimed amount is $87,411 thousand (294,750 NIS thousand).
| 1.1 |
On June 21, 2015, the Defendants filed their response to the motion, arguing that the motion should be dismissed.
|
| 1.2 |
On May 27, 2021, following a lengthy procedure that included filing of various pleadings and affidavits, evidentiary hearings, and submission of summaries, the Court ruled to certify the motion as a class action, while applying the Israeli Law (the “Ruling”). According to the Ruling, the class action shall include several causes of action according to the Israeli Securities Act and the Israeli Torts Ordinance, concerning the alleged misleading statements in the Company’s SEC filings.
|
| 1.3 |
On June 9, 2021, the Court issued a decision suggesting that the parties refer the case to a mediation procedure.
|
| 1.4 |
The Company believes that the Ruling is erroneous and that the Defendants have strong defense arguments, and therefore, on September 12, 2021, filed a motion for a rehearing on behalf of the Defendants in order to revert the Ruling (the “Rehearing Motion”).
|
F - 16
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 8: |
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
| 1.5 |
Without delaying or derogating from the Rehearing Motion, the Company agreed to the Court’s suggestion that the parties refer the case to a mediation procedure and designated the retired Judge B. Arnon as a mediator. After several mediation meetings were held, the mediation process ended without reaching a settlement.
|
| 1.6 |
On January 3, 2022, a hearing was held in Court in the Rehearing Motion before the Honorable Justices K. Kabub, R. Ronen and T. Avrahami.
|
| 1.7 |
On January 27, 2022, a judgment was rendered in the Rehearing Motion. The Court ruled that the Ruling was erroneous as it applied Israeli Law, instead of foreign law, and held accordingly that the law that will apply is U.S. law. The Court further held that the case will be returned to the first judicial instance and will be adjudicated as a class claim under U.S. law. The Court commented that the Company’s claims based upon the Statute of Limitations should prima facie also be adjudicated under U.S. law.
|
| 1.8 |
On March 20, 2022, following the Court's decision, the Plaintiff filed to the first judicial instance, an amended class action claim, based on provisions of U.S. law. The Plaintiff estimated the amended claim amount at $
|
| 1.9 |
On June 28, 2022, following a joint application filed by the parties in order to approve certain procedural matters, the Court issued a decision suggesting that the parties should consider initiating another mediation procedure. On July 5, 2022, following the Court's decision, the parties filed a notice, informing the Court that they believe that the time to consider initiating another mediation procedure, will be only after the parties submit their pleadings.
|
| 1.10 |
On November 3rd, 2022, the Defendants submitted their Statement of Defense, based on U.S law. On February 5th, 2023, the plaintiff submitted his response to the Defendants’ Statement of Defense.
|
| 1.11 |
On June 15th, 2023, the court rejected a motion filed by the Defendants to rule on the issues of Statute of Repose and Limitations as a preliminary matter, and held that those issues will be dealt with as part of the main hearing. Additionally, the parties conducted preliminary procedures, including discovery and questionnaires, and filed related motions, which are still pending.
|
| 1.12 |
On September 28, 2023, the court approved the defendants’ motion for document discovery and determined that the documents in question are indeed relevant. As a result, the court has directed the plaintiff to furnish the requested documents by October 28, 2023. Alternatively, the court has given the plaintiff the option to waive any claims associated with these documents.
|
F - 17
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 8: |
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
| 1.13 |
On October 1, 2023, the court granted the plaintiff's motion for document discovery and ordered the Company to produce all requested documents and to complete some of the answers to the questions included in the plaintiff questionnaire within 45 days. In making this decision, it was determined that, in addition to the documents already provided to the plaintiff, the Company is required to disclose thousands of additional documents and document types. These materials, however, were deemed by the Company irrelevant and extended beyond the approved grounds for the class action request. The Company believed that discovery and disclosure of such documents would impose a substantial burden on the Company.
|
| 1.14 |
As a result, on December 31, 2023, the Company sought permission to appeal the District Court's decision and requested a delay in its implementation. The Supreme Court granted a stay on the execution of the District Court's decision and scheduled a hearing for January 25, 2024.
|
| 1.15 |
During the hearing, the Supreme Court, presided over by the Honorable Judge Grosskopf, acknowledged the Company's contentions. It clarified that the extensive disclosure mandated by the District Court exceeded the necessary requirements accordance with the law, and suggested that the plaintiff negotiate agreements with the Company. These agreements aimed at significantly reducing the scope of disclosure, particularly concerning the period for which documents and correspondence must be provided.
|
| 1.16 |
Following discussions both outside the courtroom and before the Honorable Judge, where the parties presented their arguments on each dispute demand, partial agreements were reached. These agreements outline the documents the Company will provide to the plaintiff.
|
| 1.17 |
Validated by the Supreme Court, these agreements substantially reduced the disclosure requirements outlined in the District Court's decision. The plaintiff, in turn, waived certain demands entirely and significantly narrowed others. For the limited remaining requirements, it was established that the Company would convey its position on transferring the requested documents to the plaintiff in the reduced format proposed during the hearing. It was also decided that if no agreements are reached concerning these documents, the court will make a decision on the matter.
|
| 1.18 |
On March 26, 2024, the Company provided the plaintiff with the required documents, in accordance with the agreements between the parties. On March 12, 2024, following the submission of pleadings by the parties, the Supreme Court reduced the amount of expenses imposed by the District Court against the Company in its decision dated October 1, 2023, since the appeal resulted in a reduction in the extent of disclosure initially determined by the District Court.
|
| 1.19 |
Thereafter, the parties have agreed to refer the dispute to a mediation procedure before the esteemed retired judge, Dr. Avi Zamir. To date, two mediation meetings have been held.
|
| 1.20 |
On January 30, 2025, the parties filed an update with the court, indicating that, as part of the mediation process, they have reached preliminary understandings. As a result, the court was requested to grant the parties an additional 60-day period to allow them to finalize a settlement agreement, which will then be submitted to the court’s approval. On February 2, 2025, the court approved the parties' request and thereafter approved several additional requests to extend the deadline. On August 3, 2025, the Court further extended the deadline for the parties to finalize the settlement agreement and submit it for the Court’s approval, until September 9, 2025.
Given the above, the mediation process is still ongoing.
|
F - 18
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 8: |
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
| 1.21 |
Although the parties have not yet reached a conclusive and binding settlement agreement, nor has the settlement agreement been submitted for court approval (or approved by the court), the Company estimates, based on its external legal counsel and all facts and circumstances as of the date of this document, that the probable loss under the settlement agreement will be approximately $
|
| 2) |
Claim against Station Enterprises Ltd. regarding breach of the Lease Agreement
|
|
A dispute has arisen between the Company and Station Enterprises Ltd, with respect to the lease agreement signed between the parties on April 11, 2019 (the "Lease Agreement"), under which the Company leases its offices and labs in Rosh Haayin.
|
| 2.1 |
The Company, the lessee, claims that Station Enterprises was late in delivering the possession to the lessee and has not fulfilled its maintenance and management obligations. Therefore, the Company claims that Station Enterprises breached its contractual obligations, causing the Company damages and expenses.
|
| 2.2 |
Due to the said breaches, the Company has set-off the rent and management fees against outstanding debts of Station Enterprises towards the Company and provided Station Enterprises with a set-off notice.
|
| 2.3 |
On 8 February 2022 Station Enterprises notified the Company on the termination of the Lease Agreement, and also on the exercise of the bank guarantees provided to it in connection with the Lease Agreement, in amount of approximately $
|
| 2.4 |
Under these circumstances, the Company filed a claim against Station Enterprises, in the framework of which the court will be asked to issue a Declarative Order, declaring that the notice of termination was invalid and that the Lease Agreement is valid and in force; to order Station Enterprises to reimburse the Company for the amount of the exercised bank guarantees; to order Station Enterprises to uphold and fulfill its contractual obligation and undertakings under the Lease Agreement and the management agreement; and to compensate the Company for the damages caused to it in an amount of approximately $
|
| 2.5 |
On October 13, 2022, Station Enterprises Ltd. submitted a new claim against the Company, for its eviction of from the leased premises. On March 27, 2023, the judge ordered the consolidation of the hearings in the two lawsuits.
|
| 2.6 |
The parties agreed to refer the dispute in both claims to mediation.
|
| 2.7 |
On June 27, 2023, a mediation meeting took place between the parties. After extensive meetings and negotiations between the parties, the mediation was unsuccessful.
|
| 2.8 |
On July 15, 2024, during the first pre-trial, the judge made another attempt to mediate the dispute between the parties, but without success. Consequently, the court scheduled deposition dates and set another pre-trial for March 5, 2025.
|
| 2.9 |
On December 1, 2024, Ceragon submitted its affidavits. following the submission of the affidavits, the parties resumed the mediation process.
|
F - 19
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 8: |
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
| 2.10 |
On May 16, 2025, the parties signed a mediation agreement, pursuant to which the claim filed by Station Enterprises would be dismissed, and the remedies unrelated to the third parties in the claim filed by Ceragon would also be dismissed. Accordingly, the remaining claim in the Ceragon lawsuit is the monetary remedy in the amount of approximately $ |
| 2.11 |
On May 18, 2025, the court approved the mediation agreement and dismissed the claim except for the Remaining Claim, all in accordance with the parties' agreement. |
| 2.12 |
The court scheduled a hearing for September 16, 2025 for the Remaining Claim. Also, an additional mediation session with respect to the Remaining Claim has been scheduled for August 26, 2025, with the aim of attempting to reach a settlement agreement on this issue outside of court proceedings.
|
| NOTE 9: |
SHAREHOLDERS' EQUITY
|
| a. |
Ordinary shares
The ordinary shares of the Company entitle their holders to receive notice to participate and vote in general meetings of the Company, the right to share in distributions upon liquidation of the Company and to receive dividends, if declared.
|
| b. |
Stock Options and RSUs plans
In 2003, the Company adopted a share option plan which has been extended or replaced from time to time. To date, the plan that was in effect was the Amended and Restated Share Option and RSU Plan as amended on August 10, 2014 (the “Plan”). Under the Plan, options and RSUs were granted to officers, directors, employees and consultants of the Company or its subsidiaries. The options vest primarily over
The Company has reserved sufficient authorized but unissued Shares for purposes of the Plan and the New Plan (together the “Plans”) subject to adjustments as provided in the Plans.
|
F - 20
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 9: |
SHAREHOLDERS' EQUITY (Cont.)
|
The following table summarizes the activities for the Company’s stock options for the six months ended June 30, 2025:
|
Six months ended
June 30, 2025
|
||||||||||||||||
|
Number
of options
|
Weighted
average
exercise
price
|
Weighted average remaining contractual term
(in years)
|
Aggregate
intrinsic
value
|
|||||||||||||
|
$ thousands
|
||||||||||||||||
|
Outstanding at beginning of year
|
|
|
|
|
||||||||||||
|
Granted
|
|
|
||||||||||||||
|
Exercised
|
(
|
)
|
|
|||||||||||||
|
Forfeited or expired
|
(
|
)
|
|
|||||||||||||
|
Outstanding at end of the period
|
|
|
|
|
||||||||||||
|
Options exercisable at end of the period
|
|
|
|
|
||||||||||||
|
Vested and expected to vest
|
|
|
|
|
||||||||||||
The weighted average fair value of options granted during the six months ended June 30, 2025, and 2024 was $1.05 and $1.24 , respectively.
The intrinsic value of options exercised during the six months ended June 30, 2025, and 2024 was $264 thousand and $141 thousand, respectively.
The following table summarizes the activities for the Company’s RSUs for the six months ended June 30, 2025:
|
Six months ended
June 30, 2025
|
||||||||
|
Number of RSUs
|
Weighted average fair value
|
|||||||
|
Unvested at beginning of year
|
|
|
||||||
|
Granted
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|||||
|
Forfeited
|
(
|
)
|
|
|||||
|
Unvested at end of period
|
|
|
||||||
As of June 30, 2025, the total unrecognized estimated compensation cost related to non-vested stock options and RSUs granted prior to that date was $3,854 thousand, which is expected to be recognized over a weighted average period of approximately one year .
F - 21
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 9: |
SHAREHOLDERS' EQUITY (Cont.)
|
The following table sets forth the total share-based compensation expenses included in the consolidated statements of operations for the six months ended June 30, 2025, and 2024:
|
Six months ended
June 30
|
||||||||
|
2025
|
2024
|
|||||||
|
$ thousands
|
$ thousands
|
|||||||
|
Cost of revenues
|
|
|
||||||
|
Research and development
|
|
|
||||||
|
Sales and Marketing
|
|
|
||||||
|
General and administrative
|
|
|
||||||
|
Total share-based compensation expense
|
|
|
||||||
| NOTE 10: |
REVENUES
|
The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers before performance obligations have been performed. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of the reporting period.
The following table presents the changes in deferred revenues balance during the six months ended June 30, 2025:
|
Six months ended June 30, 2025
|
||||
|
$ thousands
|
||||
|
Balance, beginning of the period
|
|
|||
|
New performance obligations
|
|
|||
|
Revenue recognized as a result of satisfying performance obligations
|
(
|
)
|
||
|
Balance, end of the period
|
|
|||
The Company elected to apply the optional exemption under ASC 606 paragraph 10-50-14(a) not to disclose the remaining performance obligations that relate to contracts with an original expected duration of one year or less.
F - 22
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 11: |
SEGMENTS, CUSTOMERS AND GEOGRAPHIC INFORMATION
|
| A. |
The following table summarizes the Company’s segment revenue, significant segment expenses, and segment net income (loss):
|
|
Six months ended
June 30
|
||||||||
|
2025
|
2024
|
|||||||
|
$ thousands
|
$ thousands
|
|||||||
|
Revenues:
|
|
|
||||||
|
Cost of revenues
|
|
|
||||||
|
Gross profit
|
|
|
||||||
|
Less:
|
||||||||
|
Employee-related (1)
|
|
|
||||||
|
Other segment items (2)
|
|
|
||||||
|
Financial and other expenses, net
|
|
|
||||||
|
Taxes on income
|
|
|
||||||
|
Net income (loss)
|
(
|
)
|
|
|||||
(1) Employee related includes employee salaries and commissions, payroll taxes, benefits, and outsourced labor costs.
(2) Other segment items include consulting and professional services, depreciation of property and equipment, amortization of intangible assets, share-based compensation expenses, acquisition- and integration-related charges, marketing expenses, finance and legal expenses, travel expenses, subcontractors costs, software and subscription costs, overhead expenses and restructuring and related charges.
| B. |
The following table presents the total revenues for the six months ended June 30, 2025, and 2024, allocated to the geographic areas in which it was generated. Revenues are attributed to geographic areas based on the location of the end-users.
|
|
Six months ended
June 30
|
||||||||
|
2025
|
2024
|
|||||||
|
$ thousands
|
$ thousands
|
|||||||
|
North America (*)
|
|
|
||||||
|
EMEA (**)
|
|
|
||||||
|
Asia-Pacific
|
|
|
||||||
|
India
|
|
|
||||||
|
Latin America
|
|
|
||||||
|
|
|
|||||||
(*) As of June 30, 2025, and 2024, 95 % and 98 % represent revenues in the United States.
(**) Including Europe, Middle East and Africa.
F - 23
CERAGON NETWORKS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 12: |
EARNINGS PER SHARE
|
The following table sets forth the computation of basic and diluted income per share:
| a. |
Numerator:
|
|
Six months ended
June 30
|
||||||||
|
2025
|
2024
|
|||||||
|
$ thousands
|
$ thousands
|
|||||||
|
Numerator for basic and diluted income per share -
|
||||||||
|
Net income (loss) available to holders of ordinary shares
|
(
|
)
|
|
|||||
| b. |
Denominator:
|
|
Six months ended
June 30
|
||||||||
|
2025
|
2024
|
|||||||
|
Denominator for diluted income (loss) per share -
|
||||||||
|
Weighted average number of shares
|
|
|
||||||
|
Add – RSUs and stock options
|
|
|
||||||
|
Denominator for diluted income (loss) per share - adjusted
|
|
|
||||||
The total weighted average number of shares related to the outstanding options and RSUs excluded from the calculations of diluted net earnings per share due to their anti-dilutive effect was 2,047,497 and 1,928,259 for the six months ended June 30, 2025, and 2024, respectively.
F - 24
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Components of Results of Operations
Revenues. We generate revenues primarily from the sale of our products, and, to a lesser extent, services.
The final price to the customer may largely vary based on various factors, including but not limited to the size of a given transaction, the geographic location of the customer, the specific application for which products are sold, the channel
through which products are sold, the competitive environment and the results of negotiation.
Cost of Revenues. Our cost of revenues consists primarily of the prices we pay contract manufacturers for
the products they manufacture for us, the costs of off the shelf parts, accessories and antennas, the costs of our manufacturing and operations facilities, estimated and actual warranty costs, costs related to management of our manufacturers'
activity and procurement of our proprietary and other product parts, supply chain, shipping, cost of royalties, and cost of our operations related facilities, as well as inventory write off costs, depreciation of equipment and amortization of
intangible assets. In addition, we pay salaries and related costs, primarily to our delivery, operations, engineering and customer support employees, and fees to subcontractors, relating to installation, maintenance, and other professional services.
Significant Expenses
Research and Development Expenses, net. Our research and development expenses, net of government grants,
consist primarily of salaries and related costs for research and development personnel, subcontractors' costs, costs of materials, costs of R&D facilities and depreciation of equipment. All of our research and development costs are expensed as
incurred, except for development expenses, which are capitalized in accordance with ASC 985-20 and ASC 350-40. We believe that continued investment in research and development is essential to attaining our strategic objectives.
Sales and Marketing Expenses. Our sales and marketing expenses consist primarily of compensation and
related costs for sales and marketing personnel, trade show and exhibit expenses, travel expenses, commissions and promotional materials.
General and Administrative Expenses. Our general and administrative expenses consist primarily of
compensation and related costs for executive, finance, information systems and human resources personnel, professional fees (including legal and accounting fees), insurance, maintenance costs for information systems software, provisions for credit
loss (doubtful debts), depreciation expenses, and other general corporate expenses.
Restructuring and related charges. Restructuring expenses consist primarily of costs associated with a reduction
in workforce, consolidation of excess facilities, termination of contracts and the restructuring of certain business functions. Restructuring and related expenses are reported separately in the consolidated statements of operations.
Acquisition- and integration-related charges. Acquisition-related expenses include those expenses related to
acquisitions that would otherwise not have been incurred by the Company, including professional and other services fees, such as legal, audit, consulting, paying agent and other fees. In addition, Acquisition-related expenses include the fair value
adjustment of the Eran-Out liability. Acquisition-related costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.
Integration-related expenses represent incremental costs related to combining the Company and its business acquisitions, such as primarily third-party consulting and
other third-party services related to merging the previously separate companies' systems and processes.
Financial and other expenses, net. Our financial and other expenses, net, consist primarily of gains and
losses arising from the re-measurement of transactions and balances denominated in non-dollar currencies into dollars, interest paid on bank loans and factoring activities, holdback amount fair value adjustments, other fees and commissions paid to
banks, actuarial losses, and other expenses.
Taxes on income. Our taxes on income consist of current corporate tax expenses in various locations and
changes in deferred tax assets and liabilities, as well as changes in reserves for uncertain tax positions.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in
the U.S (“U.S. GAAP”). These accounting principles require management to make certain estimates, judgments and assumptions based upon information available at the time they are made, historical experience and various other factors that are believed
to be reasonable under the circumstances. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses
during the periods presented.
Our management believes the accounting policies that affect its more significant judgments and estimates used in
the preparation of its consolidated financial statements and which are the most critical to aid in fully understanding and evaluating our reported financial results include the following:
|
•
|
Revenue recognition;
|
|
•
|
Inventory valuation;
|
|
•
|
Provision for credit loss (doubtful debts); and
|
|
•
|
Business combination.
|
Revenue recognition We generate revenues from selling products and services to end users, distributors, system integrators and original equipment manufacturers (“OEM”). The Company recognizes
revenue when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects the consideration the Company expects to receive. The Company applies the following five steps:
(1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue
when a performance obligation is satisfied.
The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to
be the contracts with a customer. For each contract, the Company considers the promise to transfer tangible products, software products and licenses, network roll-out, professional services and customer support, each of which are distinct, to be
the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to any variable consideration, to determine the net consideration which the Company expects to receive. As the
Company’s standard payment terms are less than one year, the contracts have no significant financing component. The Company allocates the transaction price to each distinct performance obligation, based on their relative standalone selling price.
Revenue from tangible products is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied).
The revenues from customer support and extended warranty are recognized ratably over the contract period and the
costs associated with these contracts are recognized as incurred. Revenues from network roll-out and professional services are recognized when the Company's performance obligation is satisfied, usually upon customer acceptance.
The Company accounts for rebates and stock rotations provided to customers as variable consideration, based on
historical analysis of credit memo data, rebate plans and stock rotation arrangements, as a deduction from revenue in the period in which the revenue is recognized.
Inventory valuation. Our inventories are stated at the lower of cost or realizable net value. Cost is determined by using the moving average cost method. At each balance sheet date, we evaluate
our inventory balance for excess quantities and obsolescence. This evaluation includes an analysis of slow-moving items and sales levels by product and projections of future demand. If needed, we write off inventories that are considered obsolete
or excessive. If future demand or market conditions are less favorable than our projections, additional inventory write-offs may be required and would be reflected in cost of revenues in the period the revision is made.
Provision for credit loss. We are exposed to credit losses primarily through sales to customers. Our provision for credit loss methodology is developed using historical collection experience, current
and future economic and market conditions and a review of the current balances status. The estimate of the amount of trade receivable that may not be collected is based on the geographic location of the trade receivable balances, aging of the
trade receivable balances, the financial condition of customers and the Company’s historical experience with customers in similar geographies. Additionally, a specific provision is recorded for customers that have a higher probability of default.
Business Combination. We apply the provisions of ASC 805, “Business Combination,” and we allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed,
and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair
values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to,
future expected cash flows from customer relationships, acquired technology and acquired trademarks from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed
to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.
Results of Operations
The following table presents interim consolidated statement of operations data for the periods indicated and as a percentage of total revenues (in thousands of U.S. dollars).
|
Six months ended
June 30, 2025
(Unaudited)
|
Six months ended
June 30, 2024
(Unaudited)
|
|||||||||||||||
| $ |
%
|
$ |
%
|
|||||||||||||
|
Revenues
|
170,914
|
100.0
|
184,586
|
100.0
|
||||||||||||
|
Cost of revenues
|
113,375
|
66.3
|
119,057
|
64.5
|
||||||||||||
|
Gross profit
|
57,539
|
33.7
|
65,529
|
35.5
|
||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Research and development, net
|
15,581
|
9.1
|
17,232
|
9.3
|
||||||||||||
|
Sales and Marketing
|
24,019
|
14.1
|
22,769
|
12.3
|
||||||||||||
|
General and administrative
|
12,376
|
7.2
|
8,158
|
4.4
|
||||||||||||
|
Restructuring and related charges
|
3,732
|
2.2
|
1,416
|
0.8
|
||||||||||||
|
Acquisition- and integration-related charges
|
704
|
0.4
|
1,377
|
0.7
|
||||||||||||
|
Total operating expenses
|
56,412
|
33.0
|
50,952
|
27.5
|
||||||||||||
|
Operating income
|
1,127
|
0.7
|
14,577
|
7.9
|
||||||||||||
|
Financial and other expenses, net
|
1,906
|
1.1
|
4,777
|
2.6
|
||||||||||||
|
Taxes on income
|
1,468
|
0.9
|
1,564
|
0.8
|
||||||||||||
|
Net income (loss)
|
(2,247
|
)
|
1.3
|
8,236
|
4.5
|
|||||||||||
Six months ended June 30, 2025, compared to six months ended June 30, 2024
Revenues totaled $170.9 million in the first six months of 2025 as compared to $184.6 million in the first
six months of 2024, a decrease of $13.7 million, or 7.4%. Revenues in the India region increased to $67.7 million in the first six months of 2025, from $61.6 million in the first six months of 2024. Revenues in the North America region decreased to
$44.4 million in the first six months of 2025, from $52.2 million in the first six months of 2024. Revenues in the North America region included E2E’s revenues for the first time (covering a five-month period). Revenues in the EMEA region decreased
to $26.6 million in the first six months of 2025, from $33.9 million in the first six months of 2024. Revenues in the Latin America region decreased to $15.0 million in the first six months of 2025, from $19.9 million in the first six months of 2024.
Revenues in the APAC region increased slightly to $17.2 million in the first six months of 2025, from $17.0 million in the first six months of 2024.
Cost of Revenues. Cost of revenues totaled $113.4 million in the first six months of 2025, compared to
$119.1 million in the first six months of 2024, a decrease of $5.7 million, or 4.8%. The decrease was primarily attributed to a decrease of $5.6 million related to material costs, mainly resulted from the lower volume of revenues, a decrease of $1.8
million related to shipping and storage, and a decrease of $1.6 million related to inventory write-off, offset by an increase of $2.6 million in service costs, an increase of $0.6 million in acquired-intangible amortization, driven by the E2E
acquisition, and an increase of $0.1 million in other production costs. Cost of revenues for the first six months of 2025 include E2E's expenses for the first time, covering a five-month period.
Gross Profit. In the first six months of 2025, gross profit decreased to $57.5 million, or 33.7% as a
percentage of revenues, from $65.5 million, or 35.5% in the first six months of 2024. The decrease in gross profit is mainly attributed to the decrease in revenues, as well as changes in mixture.
Research and Development Expenses, Net. Research and development expenses, net, totaled $15.6 million in
the first six months of 2025, compared to $17.2 million in the first six months of 2024, a decrease of $1.6 million, or 10.6%. The decrease was primarily attributed to lower salary and employee-related expenses of $1.4 million and a net decrease of
$0.2 million in other research and development expenditures. As a percentage of revenues, research and development expenses, net, represent 9.1% and 9.3% in the first six months of 2025 and 2024, respectively. Research and development expenses, net,
for the first six months of 2025 include E2E's expenses for the first time, covering a five-month period.
Sales and Marketing Expenses. Sales and Marketing expenses totaled $24.0 million in the first six months
of 2025, compared to $22.8 million in the first six months of 2024, an increase of $1.2 million, or 5.5%. This increase was primarily attributed to an increase of $1.1 million in salaries and related expenses, an increase of $0.2 million in
depreciation costs, an increase of $0.1 million in amortization of acquired intangible assets attributed to the E2E Acquisition, and an increase of $0.1 million in other sales and marketing expenses, offset by a decrease of $0.3 million in agent
commissions. As a percentage of revenues, sales and marketing expenses represent 14.1% and 12.3% in the first six months of 2025 and 2024, respectively. Sales and Marketing expenses for the first six months of 2025 include E2E's expenses for the
first time, covering a five-month period.
General and Administrative Expenses. General and administrative expenses totaled $12.4 million in the first
six months of 2025, compared to $8.2 million in the first six months of 2024, an increase of $4.2 million, or 51.7%. The increase was primarily attributed to a change of $4.2 million in credit loss expenses. The change was mainly attributed to the
fact that the first six months of 2024 included a $4.0 million benefit related to an initial collection under a $12 million debt settlement agreement with a single customer in Latin America. In addition, there was an increase of $0.7 million in
information technology (IT) related costs, offset by a decrease of $0.4 million in salary and employee-related expenses, and a decrease of $0.3 million in other general and administrative expenses. As a percentage of revenues, general and
administrative expenses represent 7.2% and 4.4% in the first six months of 2025 and 2024, respectively. General and administrative expenses for the first six months of 2025 include E2E's expenses for the first time, covering a five-month period.
Restructuring and related charges. Restructuring and related charges totaled $3.7
million in the first six months of 2025 as compared to $1.4 million in the first six months of 2024, an increase of $2.3 million. The increase was primarily attributed to termination severance pay and other related costs for the impacted employees.
Acquisition- and integration-related charges. Acquisition- and integration-related charges totaled $0.7
million in the first six months of 2025 as compared to $1.4 million in the first six months of 2024, a decrease of $0.7 million. Acquisition- and integration-related charges include those expenses related to acquisitions that would otherwise not have
been incurred by the Company, including professional and services fees, such as legal, audit, consulting, paying agent and other fees as well as incremental costs related to combining the Company with the acquired businesses, such as third-party
consulting, facilities consolidation costs and other third-party services related to merging acquired entities’ systems and processes. The components of Acquisition- and integration-related expenses incurred in the first six months of June 2025
related to the E2E Acquisition, and the components of Acquisition- and integration-related expenses incurred in the first six months of 2024 related to the Siklu Acquisition.
Financial and other expenses, Net. Financial and other expenses, net, totaled $1.9 million in the first
six months of 2025 as compared to $4.8 million in the first six months of 2024, a decrease of $2.9 million. The decrease was mainly attributable to a benefit of $2.1 million related to mark-to-market revaluation of acquisition-related holdback
liabilities, a decrease of $0.5 million in interest expenses, and a net decrease of $0.3 million in exchange rate differences.
Taxes on income. Taxes on income totaled $1.5 million in the first six months of 2025 as compared to $1.6
million in the first six months of 2024, a decrease of $0.1 million. The decrease was mainly attributable to a decrease in deferred taxes of $0.4 million, offset by an increase of $0.2 million in respect of uncertain tax positions, and an increase of
$0.1 million in current tax expenses.
Net income (loss). The Company had a net loss of $(2.2) million in the first six months of 2025 as
compared to a net income of $8.2 million in the first six months of 2024, a change of $10.4 million. As a percentage of revenues, net (loss) was (1.3%) and 4.5% in the first six months of 2025 and 2024, respectively. The decrease was attributable
primarily to lower revenues and gross profit and higher operating expenses, of which $4.0 million are related to credit loss benefit from a single customer in Latin America, in the first six months of 2024, offset by a reduction in financial and
other expenses.
Liquidity and Capital Resources
As of June 30, 2025, we had approximately $29.2 million in cash and cash equivalents. As of December 31, 2024, we had approximately $35.3 million in cash and cash
equivalents.
On June 27, 2024, the Company renewed a total credit line of $117.8 million with the banks for an additional two years (until June
30, 2026) while maintaining the facility dedicated to short-term loans on $77.0 million and reducing the facilities dedicated to bank guarantees to $40.8 million.
The Credit Facility is provided by a bank syndicate, with each bank agreeing severally (and not jointly) to make its agreed
portion of the credit lines to us in accordance with the terms of the credit agreement. Such credit agreement includes a framework for joint decision-making powers by the banks. As of June 30, 2025, we had $56.5 million available under our credit
facility in the form of loans and $24.5 million available in bank guarantees outstanding in respect of tender offer guarantees, financial guarantees, warranty guarantees and performance guarantees to our customers.
The Credit Facility contains financial and other covenants requiring that the Company maintains, among other things,
minimum shareholders' equity value and financial assets, a certain ratio between its shareholders' equity (excluding total intangible assets and goodwill) and the total value of its assets (excluding total intangible assets and goodwill) on its
balance sheet, a certain ratio between its net financial debt to each of its working capital and accounts receivable. As of June 30, 2025, the Company met all of its covenants.
The Credit Facility is secured by a floating charge over all Company's assets as well as several customary fixed charges
on specific assets.
Net cash provided by operating activities was $13.4 million for the six months ended June 30, 2025. In the first six months of 2025, our cash
provided by operating activities was predominantly affected by the following principal factors:
|
|
• |
our net loss of ($2.2) million;
|
|
|
• |
a $28.1 million decrease in trade receivable, net;
|
|
|
• |
$7.0 million depreciation and amortization expenses;
|
|
|
• |
$2.2 million share-based compensation expenses;
|
|
|
• |
a $2.1 million decrease in operating lease right-of-use assets;
|
|
|
• |
a $0.1 million decrease in inventory; and
|
|
|
• |
a $0.1 million decrease in accrued severance pay and pensions, net.
|
These factors were offset mainly by:
|
|
• |
a $18.1 million decrease in trade payables;
|
|
|
• |
a $2.5 million decrease in accounts payable and accrued expenses;
|
|
|
• |
a $2.3 million increase in other accounts receivables;
|
|
|
• |
a $0.9 million decrease in operating lease liability; and
|
|
|
• |
a $0.2 million decrease in deferred revenue.
|
Net cash provided by operating activities was $11.3 million for the six months ended June 30, 2024. In the first six months of 2024, our cash provided by operating
activities was predominantly affected by the following principal factors:
|
|
• |
our net income of $8.2 million;
|
|
|
• |
a $8.5 million decrease in inventory;
|
|
|
• |
$5.9 million depreciation and amortization expenses;
|
|
|
• |
$2.5 million share-based compensation expenses;
|
|
|
• |
a $0.5 million increase in trade payables and accrued liabilities; and
|
|
|
• |
a $0.1 million loss from sale of property and equipment, net.
|
These factors were offset mainly by:
|
|
• |
a $10.6 million increase in trade receivables and other accounts receivables;
|
|
|
• |
a $2.9 million decrease in deferred revenue;
|
|
|
• |
a $0.6 million decrease in accrued severance pay and pensions, net; and
|
|
|
• |
a $0.3 million decrease in operating lease liability, net.
|
Net cash used in investing activities was approximately $15.7 million in the first six months of 2025, attributed to the purchase of property and
equipment of $7.4 million, software development costs capitalize of $1.7 million and payments made in connection with business acquisitions, net of acquired cash of 6.6 million, compared to $8.9 million in the first six months of 2024 attributed to
the purchase of property and equipment of $7.9 million and software development costs capitalize of $1.0 million.
Net cash used in financing activities was approximately $4.0 million in the first six months of 2025, compared to net cash used in financing
activities of $3.6 million in the first six months of 2024. In the first six months of 2025, our net cash used in financing activities was primarily due to $4.7 million repayments of bank credit and loans, net, offset by $0.7 million of proceeds
from stock options exercise. In the first six months of 2024, our net cash used in financing activities was primarily due to $4.1 million repayments of bank credit and loans, offset by $0.5 million of proceeds from stock options exercise net.
Our capital requirements are dependent on many factors, including, among other things, working capital requirements to finance the business activity
of the Company and the allocation of resources to research and development, marketing and sales activities. We may decide to raise capital if and when we may require it, subject to changes in our business activities.
We believe that current cash and cash equivalent balances, together with the credit facility available with the lenders, will be sufficient for our
requirements through at least the next 12 months.