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 2011

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 xForm 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 oNo  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.

	CERAGON NETWORKS LTD.
Date: November 7, 2011	By:	/s/ Donna Gershowitz
	Name:	Donna Gershowitz
	Title:	VP and General Counsel

Exhibit Description

Exhibit A – CERAGON NETWORKS REPORTS THIRD QUARTER 2011 FINANCIAL RESULTS

Company increases revenue; improves gross margin and operating profitability

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EX-99

Exhibit A

Press Release

Ceragon Reports Third Quarter 2011 – November 7, 2011

CERAGON NETWORKS REPORTS THIRD QUARTER 2011 FINANCIAL RESULTS

Company increases revenue; improves gross margin and operating profitability

Paramus, New Jersey, November 7, 2011 - Ceragon Networks Ltd. (NASDAQ: CRNT), the premier wireless backhaul specialist today reported results for the third quarter which ended September 30, 2011.

Revenues for the third quarter of 2011 reached a record of $116.1 million, up 86% from $62.3 million for the third quarter of 2010, and up 5% from $110.4 million in the second quarter of 2011.

Net loss in accordance with US Generally Accepted Accounting Principles (GAAP) for the third quarter of 2011 was ($6.7) million or ($0.19) per basic share and diluted share, compared to net income of $4.6 million in the third quarter of 2010, or $0.13 per basic share and diluted share.

On a non-GAAP basis, net income for the third quarter, excluding (a) $1.7 million of equity-based compensation expenses, and (b) $5.7 million charges related to the Nera acquisition and integration plan, was $595,000, or $0.02 per basic share and diluted share. Non-GAAP net income for the third quarter of 2010 was $5.5 million, or $0.16 and $0.15 per basic and diluted share, respectively (please refer to the accompanying financial tables for reconciliation of GAAP financial information to non-GAAP).

Gross margin on a GAAP basis in the third quarter of 2011 was 29.7% of revenues, compared to GAAP gross margin of 21.4% in the second quarter of 2011. Gross margin on a non-GAAP basis was 32.3% of revenues, compared to non-GAAP gross margin of 31.9% in the second quarter of 2011.

Operating loss on a GAAP basis in the third quarter of 2011 was ($5.8) million compared to GAAP operating loss of ($16.2) million in the second quarter of 2011. On a non-GAAP basis operating income was $1.6 million, compared to non-GAAP operating loss of ($470,000) in the second quarter of 2011.

Cash and cash investments at the end of the quarter were $45.9 million.

“We are pleased to report another quarter of excellent progress with the integration leading to a sequential increase in revenues,  improved gross margin and profitability,” said Ira Palti, President and CEO of Ceragon. “Business remains good with our book-to-bill ratio for the first nine months of 2011 above one,” continued Mr. Palti. “We expect to continue growing revenues, probably at a slower pace than originally expected because we cannot ignore the macro economic uncertainty and the issues in India affecting order patterns. Our plan to migrate customers to lower-cost higher functionality and capacity products is proceeding smoothly, and we continue to expect we will reach our gross margin target of the mid-30s by the end of next year.  Given the current level of visibility, we believe targeting a non-GAAP operating margin of 8%-9% by the end of 2012 is realistic.”

Supplemental revenue breakouts:

Geographical breakdown, third quarter of 2011:

·   Europe:                                           17%

·   Africa:                                             17%

·   North America:                              13%

·   Latin America:                               25%

·   India:                                               12%

·   APAC:                                            16%

A conference call will follow today, November 7, 2011, beginning at 9:00 a.m. EST. Investors are invited to join the Company’s teleconference by calling (800) 230-1074 or international +1-612-332 -0226 at 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/ir_events.asp?lang=0 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 (International) +1-320-365-3844, Access Code: 220279. A replay of both the call and the webcast will be available through December 7, 2011.

About Ceragon Networks Ltd.

Ceragon Networks Ltd. (NASDAQ: CRNT) is the premier wireless backhaul specialist.  Ceragon’s high capacity wireless backhaul solutions enable cellular operators and other wireless service providers to deliver 2G/3G and LTE/4G voice and data services that enable smart-phone applications such as Internet browsing, music and video. With unmatched technology and cost innovation, Ceragon’s advanced point-to-point microwave systems allow wireless service providers to evolve their networks from circuit-switched and hybrid concepts to all IP networks. Ceragon solutions are designed to support all wireless access technologies, delivering more capacity over longer distances under any given deployment scenario. Ceragon’s solutions are deployed by more than 230 service providers of all sizes, and hundreds of private networks in more than 130 countries. Visit Ceragon at www.ceragon.com.

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

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Join the discussion,        

Company and Investor Contact: Yoel Knoll Ceragon Networks Ltd. Tel. +1-(201)-853-0228 yoelk@ceragon.com  Media Contact: Abigail Levy Gurwitz Ceragon Networks Ltd. Tel. +1-(201)-853-0271 abigaill@ceragon.com

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. These are important factors that could cause actual results to differ materially from forecasts and estimates. Some of the factors that could significantly impact the forward-looking statements in this press release include the risk that Nera Networks and Ceragon’s businesses will not be integrated successfully; the risk that any synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the Nera Networks transaction making it more difficult to maintain relationships with customers, employees or suppliers, the risk that Nera Networks business may not perform as expected, and other risks and uncertainties, which 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.Ceragon’s public filings are available from the Securities and Exchange Commission’s website at www.sec.gov  or may be obtained on Ceragon’s website at www.ceragon.com

Use of non-GAAP Measures:

This press release provides financial measures that exclude certain items and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these Non-GAAP financial measures provide meaningful supplemental information regarding our performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and therefore felt it is important to make these non-GAAP adjustments available to investors

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Ceragon Reports Third Quarter 2011 Results

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,
	2011			2010		2011			2010
Revenues	$	116,120		$	62,293	$	326,782		$	182,869
Cost of revenues		81,651			39,514		239,095			118,245
Gross profit		34,469			22,779		87,687			64,624
Operating expenses:
Research and development		12,805			6,191		37,922			18,383
Selling and marketing		20,988			9,397		61,176			27,538
General and administrative		6,452			2,940		18,187			8,716
Restructuring costs		-			-		7,834			-
Acquisition related costs		-			-		4,919			-
Total operating expenses	$	40,245		$	18,528	$	130,038		$	54,637
Operating profit (loss)		(5,776	)		4,251		(42,351	)		9,987
Financial income (expenses), net		(241	)		621		(1,000	)		1,131
Income (loss) before taxes		(6,017	)		4,872		(43,351	)		11,118
Taxes on income		724			249		2,136			874
Net Income (loss)	$	(6,741	)	$	4,623	$	(45,487	)	$	10,244
Basic net earnings per share	$	(0.19	)	$	0.13	$	(1.27	)	$	0.29
Diluted net earnings per share	$	(0.19	)	$	0.13	$	(1.27	)	$	0.28
Weighted average number of shares used in computing basic net earnings (loss) per share		36,065,381			34,933,437		35,885,904			34,769,657
Weighted average number of shares used in computing diluted net earnings (loss) per share		36,065,381			36,233,612		35,885,904			36,440,599

(more)

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Ceragon Reports Third Quarter 2011 Results

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

(Unaudited)

	September 30, 2011			December 31, 2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	22,941		$	37,725
Short-term bank deposits		9,569			23,357
Marketable securities		8,821			7,363
Trade receivables, net		135,849			88,074
Deferred taxes		4,446			4,057
Other accounts receivable and prepaid expenses		38,398			15,425
Inventories		95,925			65,921
Total current assets		315,949			241,922
LONG-TERM INVESTMENTS:
Long-term marketable securities		4,608			13,088
Severance pay funds		5,611			6,039
Total long-term investments		10,219			19,127
OTHER ASSETS:
Long-term receivables		4,756			-
Deferred taxes		8,408			8,829
Goodwill and intangible assets, net		44,646			1,093
Total other assets		57,810			9,922
PROPERTY AND EQUIPMENT, NET		29,173			16,211
Total assets	$	413,151		$	287,182
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long term bank loan	$	6,174		$	-
Trade payables		71,582			40,537
Deferred revenues		37,638			20,661
Other accounts payable and accrued expenses		62,109			13,215
Total current liabilities		177,503			74,413
LONG-TERM LIABILITIES
Long term bank loan, net of current maturities		26,107			-
Accrued severance pay and pension		10,660			8,600
Other long term payables		36,915			-
		73,682			8,600
SHAREHOLDERS' EQUITY:
Share capital:
Ordinary shares		97			95
Additional paid-in capital		309,362			300,875
Treasury shares at cost		(20,091	)		(20,091	)
Other comprehensive income (loss)		(5,046	)		159
Accumulated deficits		(122,356	)		(76,869	)
Total shareholders' equity		161,966			204,169
Total liabilities and shareholders' equity	$	413,151		$	287,182

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Ceragon Reports Third Quarter 2011 Results

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(U.S. dollars, in thousands)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Cash flow from operating activities:
Net income (loss)	$	(6,741	)	$	4,623		$	(45,487	)	$	10,244
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		3,744			1,213			9,896			3,391
Stock-based compensation expense		1,677			843			4,533			2,666
Increase in trade and other receivables, net		(32,624	)		(12,603	)		(3,490	)		(1,485	)
Decrease in inventory, net of write off		9,033			6,727			33,026			4,075
Increase (decrease) in trade payables and accrued liabilities		9,531			(10,422	)		(15,894	)		(28,407	)
Increase (decrease) in deferred revenues		882			(5,047	)		(11,883	)		(5,789	)
Other adjustments		(689	)		(497	)		1,738			(320	)
Net cash used in operating activities	$	(15,187	)	$	(15,163	)	$	(27,561	)	$	(15,625	)
Cash flow from investing activities:
Purchase of property and equipment		(3,722	)		(2,244	)		(9,751	)		(7,715	)
Payment for business acquisition *)		-			(1,232	)		(42,405	)		(1,232	)
Investment in short and long-term bank deposits		-			(750	)		(7,304	)		(11,782	)
Proceeds from short and long-term bank deposits		1,766			5,420			23,296			25,100
Investment in held-to-maturity marketable securities		-			-			-			(18,339	)
Proceeds from  held-to-maturity and available-for- sale marketable securities		6,000			3,000			10,258			7,500
Net cash provided (used in) investing activities	$	4,044		$	4,194		$	(25,906	)	$	(6,468	)
Cash flow from financing activities:
Proceeds from exercise of options		376			284			3,956			3,300
Long-term bank loan raised in connection with business acquisition		-			-			35,000			-
Net cash provided by financing activities	$	376		$	284		$	38,956		$	3,300
Translation adjustments on cash and cash equivalents	$	162		$	-		$	(273	)	$	-
Decrease in cash and cash equivalents	$	(10,605	)	$	(10,685	)	$	(14,784	)	$	(18,793	)
Cash and cash equivalents at the beginning of the period		33,546			30,231			37,725			38,339
Cash and cash equivalents at the end of the period	$	22,941		$	19,546		$	22,941		$	19,546

*) Excluding cash and cash equivalents

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Ceragon Reports Third Quarter 2011 Results

RECONCILIATION OF NON-GAAP FINANCIAL RESULTS

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

(Unaudited)

	Three months ended September 30,
	2011									2010
	GAAP (as reported)			Adjustments			Non-GAAP			Non-GAAP
Revenues	$	116,120					$	116,120		$	62,293
Cost of revenues		81,651			2,984	(a)		78,667			39,420
Gross profit		34,469						37,453			22,873
Operating expenses:
Research and development		12,805			782	(b)		12,023			5,998
Selling and marketing		20,988			2,629	(c)		18,359			9,073
General and administrative		6,452			941	(d)		5,511			2,708
Total operating expenses	$	40,245					$	35,893		$	17,779
Operating profit (loss)		(5,776	)					1,560			5,094
Financial income (expenses), net		(241	)					(241	)		621
Income (loss) before taxes		(6,017	)					1,319			5,715
Taxes on income		724						724			249
Net income (loss)	$	(6,741	)				$	595		$	5,466
Basic net earnings (loss) per share	$	(0.19	)				$	0.02		$	0.16
Diluted net earnings (loss) per share	$	(0.19	)				$	0.02		$	0.15
Weighted average number of shares used in computing basic net earnings (loss) per share		36,065,381						36,065,381			34,933,437
Weighted average number of shares used in computing diluted net earnings (loss) per share		36,065,381						37,527,749			36,233,612
Total adjustments					7,336

(a)  Cost of revenues includes $0.3 million of amortization of purchased intangible assets, $1.4 million of inventory step-up, $0.1 million of stock based compensation expenses and $1.2 million of integration plan related costs in the three months ended September 30, 2011.

(b)  Research and development expenses include $0.3 million of integration plan related costs and $0.5 million of stock based compensation expenses in the three months ended September 30, 2011.

(c)  Selling and marketing expenses includes $1.1 million of amortization of purchased intangible assets, $0.8 million of integration plan related costs and $0.7 million of stock based compensation expenses in the three months endedSeptember 30, 2011.

(d)  General and administration expenses includes, $0.5 million of integration plan related costs and $0.4 million of stock based compensation expenses in the three months ended September 30, 2011.

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Ceragon Reports Third Quarter 2011 Results

RECONCILIATION OF NON-GAAP FINANCIAL RESULTS

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

(Unaudited)

	Nine months ended September 30,
	2011									2010
	GAAP (as reported)			Adjustments			Non-GAAP			Non-GAAP
Revenues	$	326,782					$	326,782		$	182,869
Cost of revenues		239,095			17,466	(a)		221,629			118,013
Gross profit		87,687						105,153			64,856
Operating expenses:
Research and development		37,922			3,405	(b)		34,517			16,680
Selling and marketing		61,176			7,426	(c)		53,750			26,600
General and administrative		18,187			2,575	(d)		15,612			7,773
Restructuring costs		7,834			7,834			-			-
Acquisition related costs		4,919			4,919			-			-
Total operating expenses	$	130,038					$	103,879			51,053
Operating profit (loss)		(42,351	)					1,274			13,803
Financial income (expenses), net		(1,000	)					(1,000	)		1,131
Income (loss) before taxes		(43,351	)					274			14,934
Taxes on income		2,136						2,136			874
Net income (loss)	$	(45,487	)				$	(1,862	)	$	14,060
Basic net earnings (loss) per share	$	(1.27	)				$	(0.05	)	$	0.40
Diluted net earnings (loss) per share	$	(1.27	)				$	(0.05	)	$	0.39
Weighted average number of shares used in computing basic net earnings (loss)  per share		35,885,904						35,885,904			34,769,657
Weighted average number of shares used in computing diluted net earnings (loss)  per share		35,885,904						35,885,904			36,440,599
Total adjustments					43,625

(a)  Cost of revenues includes $0.8 million of amortization of purchased intangible assets, $12.6 million of inventory step-up, $0.2 million of stock based compensation expenses and $3.9 million of integration plan related costs in the nine months ended September 30, 2011.

(b)  Research and development expenses include $2.2 million of integration plan related costs and $1.2 million of stock based compensation expenses in the nine months ended September 30, 2011.

(c)  Selling and marketing expenses includes $1.9 million of amortization of purchased intangible assets, $3.7 million of integration plan related costs and $1.8 million of stock based compensation expenses in the nine months endedSeptember 30, 2011.

(d)  General and administration expenses include, $1.0 million of integration plan related costs and $1.5 million of stock based compensation expenses in the nine months ended September 30, 2011.

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Ceragon Reports Third Quarter 2011 Results

RECONCILIATION BETWEEN REPORTED AND NON-GAAP

OPERATING LOSS

(U.S. dollars in thousands)

(Unaudited)

	Three months ended			Nine months ended
	September 30, 2011
Reported GAAP net operating loss		(5,776	)		(42,351	)
Stock based compensation expenses		1,677			4,533
Amortization of purchased intangible assets		1,430			2,704
Inventory step up		1,348			12,628
Integration plan related costs		2,881			11,007
Restructuring costs		-			7,834
Acquisition related costs		-			4,919
Non-GAAP net operating profit		1,560			1,274

###

Ceragon Reports Third Quarter 2011 Results

Contact: Yoel Knoll

Vice President of Investor Relations

Ceragon Networks Ltd.

Cell (Int'l): +972 (0) 52 830 6419

Office (Int’l): +972 (0)3 766 6419

yoell@ceragon.com

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