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 July 2003
(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 x Form 40-F o
| 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 o No x
| 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.
| Date: July 28, 2003 | CERAGON NETWORKS LTD. BY: /S/ Shraga Katz —————————————— Shraga Katz President |
Exhibit Description
Press Release: Ceragon Networks Reports Second Quarter 2003 Financial Results
Ceragon Networks® Reports Second Quarter 2003 Financial Results
TEL
AVIV, Israel, July 24, 2003 — Ceragon Networks Ltd. (NASDAQ: CRNT),
www.ceragon.com, a global provider of high-capacity broadband wireless systems,
today reported results for the second quarter, which ended June 30, 2003. The second
quarter of 2003 was Ceragon’s seventh consecutive quarter of revenue growth.
Revenues
for the quarter were $8.1 million, up from $4.0 million for the second quarter of 2002 and
from $7.0 million for the first quarter of 2003. This represents an increase of 103% as
compared to the second quarter of 2002, and an increase of 15.2% as compared to the first
quarter of 2003.
Gross
profit for the second quarter of 2003 increased to $3.2 million, or 39.4% of revenues.
This compares to gross profit for the second quarter of 2002 of $1.2 million, or 29.0% of
revenues, and to gross profit for the first quarter of 2003 of $2.6 million, or 37.0% of
revenues.
Pro-forma
net loss (*) for the second quarter of 2003 improved for the eighth consecutive quarter to
$(1.1) million, or $(0.05) basic and diluted net loss per ordinary share. This compares to
pro-forma net loss for the second quarter of 2002 of $(3.0) million, or $(0.14) basic and
diluted net loss per ordinary share, and to pro-forma net loss for the first quarter of
2003 of $(1.7) million, or $(0.08) basic and diluted net loss per ordinary share.
For an explanation of pro-forma results see the notes at * below.
The
company ended the second quarter of 2003 with $40.1 million in cash and liquid
investments.
“Over the past two years, Ceragon has exhibited consistent improvement across the board; gaining market share and making significant inroads into new and exciting markets thereby validating our strategy,” said Shraga Katz, president and CEO, Ceragon Networks Ltd. “Steady revenue growth, improved bottom line and reduced cash utilization, are important milestones on the road towards reaching our goal of breaking even in the near term.”
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Ceragon Reports Second Quarter 2003 Results – 2
A conference call discussing Ceragon’s results for the second quarter of 2003 will take place today, July 24, 2003, at 11:00 a.m. (EDT). Details can be found on Ceragon’s website at www.ceragon.com. The live call and its replay will be accessible on Ceragon’s website. The replay will be available through July 28, 2003.
* Pro-Forma Financial
Presentation
Pro-forma results are presented for
informational purposes only. Pro-forma financial results for all periods presented exclude
the effect of stock-based, non-cash deferred compensation expenses. In addition,
the pro-forma results for the year ended December 31, 2002, exclude expenses of $83
thousand, presented in non-recurring expenses (income), net, the pro-forma results for the
three months ended June 30, 2003 exclude income of $233 thousand, presented in
non-recurring expenses (income), net, and the pro-forma results for the six months ended
June 30, 2003 exclude income of $315 thousand, presented in non-recurring expenses
(income), net.
About Ceragon Networks
Ltd.
Ceragon Networks Ltd. (NASDAQ: CRNT),
a pacesetter in broadband wireless networking systems, enables rapid and cost-effective
high-capacity network connectivity for mobile cellular infrastructure, fixed networks and
for private networks. Ceragon’s modular FibeAir™ product family operates across
multiple frequencies from 6 to 38 GHz, supports integrated high-capacity services from 155
to 622 Mbps over SONET/SDH, ATM and IP networks, and offers innovative built-in add/drop
multiplexing and encryption functionality to meet the growing demand for value-added
broadband services. Ceragon’s FibeAir product family complies with North American and
international standards and is installed with over 100 customers in more than 45
countries. More information is available at www.ceragon.com.
Ceragon
Networks,® CeraView,® and the FibeAir® design
mark are registered trademarks of Ceragon Networks Ltd., and Ceragon™, FibeAir™,
PolyView™, ConfigAir™, CeraMon™, EtherAir™, QuickAir™, QuickAir
Partner Program™, QuickAir Partner Certification Program™, QuickAir Partner
Zone™, EncryptAir™ and Microwave Fiber™ are trademarks of Ceragon Networks
Ltd.
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Ceragon Reports Second Quarter 2003 Results – 3
PRO-FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS (*)
U.S. dollars in
thousands, except share and per share data
| Six months ended June 30, |
Three months ended June 30, |
Year ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 |
2002 |
2003 |
2002 |
2002 | |||||||||||||
| Unaudited |
|||||||||||||||||
| Revenues | $ | 15,140 | $ | 7,276 | $ | 8,103 | $ | 3,994 | $ | 18,394 | |||||||
| Cost of revenues | 9,342 | 5,310 | 4,908 | 2,834 | 12,791 | ||||||||||||
| Gross profit | 5,798 | 1,966 | 3,195 | 1,160 | 5,603 | ||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | 4,397 | 4,496 | 2,225 | 2,311 | 9,143 | ||||||||||||
| Less: participation by the Chief | |||||||||||||||||
| Scientist of the Government of | |||||||||||||||||
| Israel | 941 | 846 | 491 | 490 | 1,870 | ||||||||||||
| Research and development, net | 3,456 | 3,650 | 1,734 | 1,821 | 7,273 | ||||||||||||
| Selling and marketing | 4,634 | 4,584 | 2,270 | 2,312 | 9,130 | ||||||||||||
| General and administrative | 1,042 | 1,041 | 532 | 542 | 2,031 | ||||||||||||
| Total operating expenses | 9,132 | 9,275 | 4,536 | 4,675 | 18,434 | ||||||||||||
| Operating loss | (3,334 | ) | (7,309 | ) | (1,341 | ) | (3,515 | ) | (12,831 | ) | |||||||
| Financial income, net | 499 | 867 | 235 | 479 | 1,528 | ||||||||||||
| Net loss | $ | (2,835 | ) | $ | (6,442 | ) | $ | (1,106 | ) | $ | (3,036 | ) | $ | (11,303 | ) | ||
| Basic and diluted net loss per share | $ | (0.12 | ) | $ | (0.29 | ) | $ | (0.05 | ) | $ | (0.14 | ) | $ | (0.51 | ) | ||
| Weighted average number of shares | |||||||||||||||||
| used in computing basic and | |||||||||||||||||
| diluted net loss per share | 22,694,910 | 22,289,907 | 22,780,642 | 22,350,396 | 22,375,939 | ||||||||||||
* Pro-Forma Financial
Presentation
Pro-forma results are presented for
informational purposes only. Pro-forma financial results for all periods presented exclude
the effect of stock-based, non-cash deferred compensation expenses. In addition,
the pro-forma results for the year ended December 31, 2002, exclude expenses of $83
thousand, presented in non-recurring expenses (income), net, the pro-forma results for the
three months ended June 30, 2003 exclude income of $233 thousand, presented in
non-recurring expenses (income), net, and the pro-forma results for the six months ended
June 30, 2003 exclude income of $315 thousand, presented in non-recurring expenses
(income), net.
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Ceragon Reports Second Quarter 2003 Results – 4
CONSOLIDATED
STATEMENTS OF OPERATIONS (*)
U.S. dollars in
thousands, except share and per share data
| Six months ended June 30, |
Three months ended June 30, |
Year ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 |
2002 |
2003 |
2002 |
2002 | |||||||||||||
| Unaudited |
|||||||||||||||||
| Revenues | $ | 15,140 | $ | 7,276 | $ | 8,103 | $ | 3,994 | $ | 18,394 | |||||||
| Cost of revenues | 9,342 | 5,310 | 4,908 | 2,834 | 12,791 | ||||||||||||
| Gross profit | 5,798 | 1,966 | 3,195 | 1,160 | 5,603 | ||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | 4,397 | 4,496 | 2,225 | 2,311 | 9,143 | ||||||||||||
| Less: participation by the Chief | |||||||||||||||||
| Scientist of the Government of | |||||||||||||||||
| Israel | 941 | 846 | 491 | 490 | 1,870 | ||||||||||||
| Research and development, net | 3,456 | 3,650 | 1,734 | 1,821 | 7,273 | ||||||||||||
| Selling and marketing, net | 4,634 | 4,584 | 2,270 | 2,312 | 9,130 | ||||||||||||
| General and administrative | 1,042 | 1,041 | 532 | 542 | 2,031 | ||||||||||||
| Amortization of deferred stock | |||||||||||||||||
| compensation (a) | 802 | 1,720 | 351 | 783 | 2,974 | ||||||||||||
| Non recurring expenses (income), | |||||||||||||||||
| net | (315 | ) | - | (233 | ) | - | 83 | ||||||||||
| Total operating expenses | 9,619 | 10,995 | 4,654 | 5,458 | 21,491 | ||||||||||||
| Operating loss | (3,821 | ) | (9,029 | ) | (1,459 | ) | (4,298 | ) | (15,888 | ) | |||||||
| Financial income, net | 499 | 867 | 235 | 479 | 1,528 | ||||||||||||
| Net loss | $ | (3,322 | ) | $ | (8,162 | ) | $ | (1,224 | ) | $ | (3,819 | ) | $ | (14,360 | ) | ||
| Basic and diluted net loss per share | $ | (0.15 | ) | $ | (0.37 | ) | $ | (0.05 | ) | $ | (0.17 | ) | $ | (0.64 | ) | ||
| Weighted average number of shares | |||||||||||||||||
| used in computing basic and | |||||||||||||||||
| diluted net loss per share | 22,694,910 | 22,289,907 | 22,780,642 | 22,350,396 | 22,375,939 | ||||||||||||
| (a) Amortization of deferred | |||||||||||||||||
| stock compensation relates to | |||||||||||||||||
| the following: |
|||||||||||||||||
| Cost of revenues | $ | 62 | $ | 118 | $ | 25 | $ | 50 | $ | 214 | |||||||
| Research and development | 232 | 563 | 96 | 250 | 958 | ||||||||||||
| Selling and marketing | 316 | 624 | 145 | 293 | 1,072 | ||||||||||||
| General and administrative | 192 | 415 | 85 | 190 | 730 | ||||||||||||
| Total amortization of | |||||||||||||||||
| deferred stock compensation | $ | 802 | $ | 1,720 | $ | 351 | $ | 783 | $ | 2,974 | |||||||
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Ceragon Reports Second Quarter 2003 Results – 5
CONSOLIDATED BALANCE
SHEETS
U.S. dollars in
thousands, except share and per share data
| June 30, 2003 |
December 31, 2002 | |||||||
|---|---|---|---|---|---|---|---|---|
| Unaudited |
||||||||
| ASSETS |
||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 5,784 | $ | 4,688 | ||||
| Short-term bank deposits | 10,045 | 10,853 | ||||||
| Marketable securities | 11,135 | 11,743 | ||||||
| Trade receivables, net | 5,095 | 4,329 | ||||||
| Other accounts receivable and prepaid expenses | 2,440 | 1,268 | ||||||
| Inventories | 8,165 | 8,054 | ||||||
| Total current assets | 42,664 | 40,935 | ||||||
| LONG-TERM INVESTMENTS: | ||||||||
| Long-term marketable securities | 13,186 | 11,675 | ||||||
| Long-term bank deposits | - | 4,214 | ||||||
| Severance pay funds | 1,515 | 1,200 | ||||||
| Total long-term investments | 14,701 | 17,089 | ||||||
| PROPERTY AND EQUIPMENT, NET | 2,991 | 3,616 | ||||||
| Total assets | $ | 60,356 | $ | 61,640 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | 6,230 | $ | 5,744 | ||||
| Other accounts payable and accrued expenses | 5,056 | 4,805 | ||||||
| Total current liabilities | 11,286 | 10,549 | ||||||
| ACCRUED SEVERANCE PAY | 2,271 | 1,825 | ||||||
| SHAREHOLDERS' EQUITY: | ||||||||
| Share capital: | ||||||||
| Ordinary shares of NIS 0.01 par value: Authorized: 40,000,000 shares as of | ||||||||
| June 30, 2003 and December 31, 2002; issued and outstanding: 22,890,437 | ||||||||
| shares as of June 30, 2003 and 22,578,346 shares as of December 31, 2002 | 56 | 56 | ||||||
| Additional paid-in capital | 169,338 | 169,286 | ||||||
| Deferred stock compensation | (969 | ) | (1,772 | ) | ||||
| Accumulated deficit | (121,626 | ) | (118,304 | ) | ||||
| Total shareholders' equity | 46,799 | 49,266 | ||||||
| Total liabilities and shareholders' equity | $ | 60,356 | $ | 61,640 | ||||
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Ceragon Reports Second Quarter 2003 Results – 6
This press release may contain statements concerning Ceragon’s future prospects that are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and projections that involve a number of risks and uncertainties. There can be no assurance that future results will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially from forecasts and estimates include: Ceragon’s limited operating history and history of losses; Ceragon’s dependence on a limited number of key customers, independent manufacturers and suppliers; and the demand for Ceragon’s products and technology. These risks and uncertainties, as well as others, are discussed in greater detail in Ceragon’s Annual Report on Form 20-F and Ceragon’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and Ceragon undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made.
Contacts:
Daphna Golden
Ceragon Networks Ltd.
+972-3-645-5513
ir@ceragon.com
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