6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549

REPORT OF FOREIGN ISSUER

Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of November 2018

CERAGON NETWORKS LTD.

(Translation of registrant’s name into English)

24 Raoul Wallenberg Street, Tel Aviv 69719, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐          No ☒

If “Yes” is marked, indicate below the file number assigned to the registration in connection with Rule 12g3(b): 82 - _________________

Signature

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

	CERAGON NETWORKS LTD.
Date: November 5, 2018	By:  /s/ Doron Arazi
	Name: Doron Arazi Title: Executive Vice President and Chief Financial Officer

Exhibit Description

Exhibit A –CERAGON NETWORKS REPORTS THIRD QUARTER 2018 FINANCIAL RESULTS

- 2 -

EX-99

Exhibit A

Ceragon Networks Reports Third Quarter 2018 Financial Results

November 5, 2018

CERAGON NETWORKS REPORTS THIRD QUARTER 2018 FINANCIAL RESULTS

Little Falls, New Jersey, November 5, 2018 - Ceragon Networks Ltd. (NASDAQ: CRNT), the #1 wireless backhaul specialist today reported results for the third quarter which ended September 30, 2018.

Third Quarter 2018 Highlights:

Revenues - $86.5million, up 13.9% from the third quarter of 2017, and down 2.0% from the second quarter of 2018.

Gross margin - 35.0%, compared to 35.1% in the third quarter of 2017 and 32.5% in the second quarter of 2018.

Operating income - $7.9 million, compared to $5.7 million in the third quarter of 2017, and $6.4 million in the second quarter of 2018.

Net income - $6.2 million, or $0.08 per diluted share for the third quarter of 2018.  Net income for the third quarter of 2017 was $3.5 million, or $0.04 per diluted share. Net income for the second quarter of 2018 was $3.2 million or $0.04 per diluted share.

Non-GAAP results - gross margin was 35.0%, operating income was $8.4 million, and net income was $5.7 million, or $0.07 per diluted share. For reconciliation of GAAP to non-GAAP results, see the attached tables.

Cash and cash equivalents - $41.3 million at September 30, 2018, compared to $29.4 million at June 30, 2018.

"We are pleased to report an excellent third quarter, with revenues above the upper end of our quarterly run rate and net income growing both sequentially and versus Q3 of 2017," said Ira Palti, president and CEO of Ceragon. "We are achieving our goal of growing net income and delivering strong cash flow, even as we continue to invest aggressively in our next generation 5G solutions, and we remain on track to attain an increase in non-GAAP net income in 2018 compared to 2017. We manage the business with net income growth as our most important metric, and our goal is to report further growth in non-GAAP net income for 2019 as well."

Supplemental geographical breakdown of revenue for the third quarter of 2018:

·          Europe:	9%
·          Africa:	10%
·          North America:	13%
·          Latin America:	21%
·          India:	34%
·          APAC:	13%

A conference call to discuss the results will begin at 9:00 a.m. EST. Investors are invited to join the Company’s teleconference by calling USA: (800) 230-1059 or International: +1 (612) 234-9959, from 8:50 a.m. EST. The call-in lines will be available on a first-come, first-serve basis.

Investors can also listen to the call live via the Internet by accessing Ceragon Networks’ website at the investors’ page: http://www.ceragon.com/about-us/ceragon/investor-relations, selecting the webcast link, and following the registration instructions.

If you are unable to join us live, the replay numbers are: USA: (800) 475-6701 or International +1 (320) 365-3844 Access Code: 455394. A replay of both the call and the webcast will be available through December 5, 2018.

About Ceragon

Ceragon Networks Ltd. (NASDAQ: CRNT) is the world’s #1 wireless backhaul specialist. We help operators and other service providers worldwide increase operational efficiency and enhance end customers’ quality of experience with innovative wireless backhaul solutions. Our customers include wireless service providers, public safety organizations, government agencies and utility companies, which use our solutions to deliver mission-critical multimedia services and other applications at high reliability and speed. Ceragon’s unique multicore technology provides a highly reliable, high-capacity 4G and 5G wireless backhaul with minimal use of spectrum, power and other resources. It enables increased productivity, as well as simple and quick network modernization. We deliver a range of professional services that ensure efficient network rollout and optimization to achieve the highest value for our customers. Our solutions are deployed by more than 460 service providers, as well as hundreds of private network owners, in more than 130 countries.

Join the Discussion

    

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

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This press release contains statements concerning Ceragon's future prospects that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Ceragon's management. Examples of forward-looking statements include: projections of revenues, net income, gross margin, capital expenditures and liquidity, competitive pressures, growth prospects, product development, financial resources, cost savings and other financial matters. You may identify these and other forward-looking statements by the use of words such as "may", "plans", "anticipates", "believes", "estimates", "targets", "expects", "intends", "potential" or the negative of such terms, or other comparable terminology. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including risks associated with a decline in revenues due to our focus on a single market segment; risks relating to the concentration of Ceragon's business in certain geographic regions such as India, and in other developing nations; risk relating to certain guarantees granted by Ceragon on behalf of Orocom to FITEL, in the framework of the FITEL project; political, economic and regulatory risks from doing business in developing regions, including potential currency restrictions and fluctuations; risks related to our ability to meet the demand for our products due to shortages in raw materials, including certain passive components; risks associated with a change in Ceragon’s gross margin as a result of changes in the geographic mix of revenues and/or as a result of increase in costs of raw materials, including certain passive components; risks associated with the loss of a single customer or customer group, which represents a significant portion of Ceragon’s revenues; risks associated with Ceragon’s failure to effectively compete with other wireless equipment providers; and other risks and uncertainties detailed from time to time in Ceragon's Annual Report on Form 20-F and Ceragon's other filings with the Securities and Exchange Commission, that represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.

Investors:

Doron Arazi                  or           Claudia Gatlin

+972 3 5431 660                           +1 212 830-9080

dorona@ceragon.com               claudiag@ceragon.com

Media:

Tanya Solomon

+972 3 5431163

tanyas@ceragon.com

-tables follow-

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share and per share data)

(Unaudited)

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Revenues	$	86,529	$	75,999	$	258,132	$	245,354
Cost of revenues		56,245		49,326		171,495		167,174
Gross profit		30,284		26,673		86,637		78,180
Operating expenses:
Research and development		7,436		6,975		21,471		19,210
Selling and marketing		10,510		9,543		31,441		29,319
General and administrative		4,438		4,462		14,087		14,032
Total operating expenses		22,384		20,980		66,999		62,561
Operating income		7,900		5,693		19,638		15,619
Financial expenses, net		797		1,655		5,477		4,734
Income before taxes		7,103		4,038		14,161		10,885
Taxes on income		952		542		2,714		2,535
Net income	$	6,151	$	3,496	$	11,447	$	8,350
Basic net income per share	$	0.08	$	0.04	$	0.15	$	0.11
Diluted net income per share	$	0.08	$	0.04	$	0.14	$	0.10
Weighted average number of shares used in computing basic net income per share		78,455,128		77,964,433		78,256,060		77,885,555
Weighted average number of shares used in computing diluted net income per share		81,172,392		79,596,845		80,696,365		80,105,482

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CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

	September 30, 2018			December 31, 2017
ASSETS	Unaudited			Audited
CURRENT ASSETS:
Cash and cash equivalents	$	41,322		$	25,877
Trade receivables, net		113,193			113,719
Other accounts receivable and prepaid expenses		11,435			17,052
Inventories		47,435			54,164
Total current assets		213,385			210,812
NON-CURRENT ASSETS:
Long-term bank deposits		997			996
Deferred taxes, net		564			988
Severance pay and pension fund		5,271			5,459
Property and equipment, net		31,096			29,870
Intangible assets, net		4,154			2,199
Other non-current assets		3,481			3,269
Total non-current assets		45,563			42,781
Total assets	$	258,948		$	253,593
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$	66,168		$	75,476
Deferred revenues		7,926			5,193
Other accounts payable and accrued expenses		25,474			24,781
Total current liabilities		99,568			105,450
LONG-TERM LIABILITIES:
Deferred tax liability		65			141
Accrued severance pay and pension		10,006			10,085
Other long-term payables		3,766			4,019
Total long-term liabilities		13,837			14,245
SHAREHOLDERS' EQUITY:
Share capital:
Ordinary shares		214			214
Additional paid-in capital		412,862			410,817
Treasury shares at cost		(20,091	)		(20,091	)
Other comprehensive loss		(9,088	)		(7,171	)
Accumulated deficits		(238,354	)		(249,871	)
Total shareholders' equity		145,543			133,898
Total liabilities and shareholders' equity	$	258,948		$	253,593

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(U.S. dollars, in thousands)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
Cash flow from operating activities:
Net income	$	6,151		$	3,496		$	11,447		$	8,350
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		2,094			2,191			5,595			6,766
Stock-based compensation expense		450			349			1,482			968
Decrease (increase) in trade and other receivables, net		3,804			(12,925	)		3,695			(22,213	)
Decrease (increase) in inventory, net of write off		(1,719	)		402			5,330			(10,153	)
Increase (decrease) in trade payables and accrued liabilities		2,824			(3,831	)		(7,413	)		14,944
Increase in deferred revenues		1,684			329			3,480			1,347
Decrease (increase) in deferred tax asset, net		(62	)		252			348			392
Other adjustments		295			221			109			133
Net cash provided by (used in) operating activities	$	15,521		$	(9,516	)	$	24,073		$	534
Cash flow from investing activities:
Purchase of property and equipment		(2,276	)		(3,980	)		(6,233	)		(7,485	)
Purchase of intangible assets, net		(1,488	)		-			(2,824	)		-
Net cash used in investing activities	$	(3,764	)	$	(3,980	)	$	(9,057	)	$	(7,485	)
Cash flow from financing activities:
Proceeds from share options exercise		189			40			563			229
Proceeds from bank loans		-			15,800			-			6,800
Net cash provided by financing activities	$	189		$	15,840		$	563		$	7,029
Translation adjustments on cash and cash equivalents		(22	)		39			(134	)		54
Increase in cash and cash equivalents	$	11,924		$	2,383		$	15,445		$	132
Cash and cash equivalents at the beginning of the period		29,398			34,087			25,877			36,338
Cash and cash equivalents at the end of the period	$	41,322		$	36,470		$	41,322		$	36,470

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RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS

(U.S. dollars in thousands)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
GAAP cost of revenues	$	56,245		$	49,326		$	171,495		$	167,174
Amortization of intangible assets		-			(310	)		-			(919	)
Stock based compensation expenses		(15	)		(10	)		(33	)		(42	)
Changes in pre-acquisition indirect tax positions		(11	)		209			(38	)		(118	)
Non-GAAP cost of revenues	$	56,219		$	49,215		$	171,424		$	166,095
GAAP gross profit	$	30,284		$	26,673		$	86,637		$	78,180
Gross profit adjustments		26			111			71			1,079
Non-GAAP gross profit	$	30,310		$	26,784		$	86,708		$	79,259
GAAP Research and development expenses	$	7,436		$	6,975		$	21,471		$	19,210
Stock based compensation expenses		(83	)		(32	)		(210	)		(156	)
Non-GAAP Research and development expenses	$	7,353		$	6,943		$	21,261		$	19,054
GAAP Sales and Marketing expenses	$	10,510		$	9,543		$	31,441		$	29,319
Amortization of intangible assets		-			(74	)		-			(219	)
Stock based compensation expenses		(161	)		(94	)		(447	)		(246	)
Non-GAAP Sales and Marketing expenses	$	10,349		$	9,375		$	30,994		$	28,854
GAAP General and Administrative expenses	$	4,438		$	4,462		$	14,087		$	14,032
Stock based compensation expenses		(191	)		(213	)		(792	)		(524	)
Non-GAAP General and Administrative expenses	$	4,247		$	4,249		$	13,295		$	13,508
GAAP financial expenses	$	797		$	1,655		$	5,477		$	4,734
Recovery of devaluation related expenses in Venezuela		969			-			969			-
Non-GAAP financial expenses	$	1,766		$	1,655		$	6,446		$	4,734
GAAP taxes on income	$	952		$	542		$	2,714		$	2,535
Other non-cash tax adjustments		(58	)		(340	)		(526	)		(625	)
Non-GAAP taxes on income	$	894		$	202		$	2,188		$	1,910

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RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS

 (U.S. dollars in thousands, except share and per share data)

 (Unaudited) 

	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
GAAP net income	$	6,151		$	3,496		$	11,447		$	8,350
Amortization of intangible assets		-			384			-			1,138
Stock based compensation expenses		450			349			1,482			968
Changes in pre-acquisition tax exposures		11			(209	)		38			118
Recovery of devaluation related expenses in Venezuela		(969	)		-			(969	)		-
Non-cash tax adjustments		58			340			526			625
Non-GAAP net income	$	5,701		$	4,360		$	12,524		$	11,199
GAAP basic net income per share	$	0.08		$	0.04		$	0.15		$	0.11
GAAP diluted net income per share	$	0.08		$	0.04		$	0.14		$	0.10
Non-GAAP basic and diluted net income per share	$	0.07		$	0.05		$	0.15		$	0.14
Weighted average number of shares used in computing GAAPbasic net income per share		78,455,128			77,964,433			78,256,060			77,885,555
Weighted average number of shares used in computing GAAP diluted net income per share		81,172,392			79,596,845			80,696,365			80,105,482
Weighted average number of shares used in computing Non-GAAP diluted net income per share		81,546,013			79,880,400			81,027,179			80,347,262

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