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 May 2012

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: May 7, 2012	By:	/s/ Donna Gershowitz
	Name:    Donna Gershowitz
	Title:      VP and General Counsel

Exhibit Description

Exhibit A – CERAGON NETWORKS REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS

Achieves revenues of $117.8 million with improving gross margin and profitability

- 2 -

EX-99

Exhibit A

Press Release

Ceragon Reports First Quarter 2012 – May 7 2012

CERAGON NETWORKS REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS

Achieves revenues of $117.8 million with improving gross margin and profitability

Paramus, New Jersey, May 7, 2012 - Ceragon Networks Ltd. (NASDAQ: CRNT), the #1 wireless backhaul specialist today reported results for the first quarter which ended March 31, 2012.

Revenues for the first quarter of 2012 reached $117.8 million, up 17% from $100.3 million for the first quarter of 2011, the first quarter of combined revenues following the acquisition of Nera Networks, and down 1% from $118.5 million in the fourth quarter of 2011.

Net loss in accordance with US Generally Accepted Accounting Principles (GAAP) for the first quarter of 2012 was $(3.5) million or $(0.10) per basic share and diluted share, compared to net loss of $(21.4) million in the first quarter of 2011, or $(0.60) per basic share and diluted share.

On a non-GAAP basis, net income for the first quarter of 2012, excluding (a) $1.6 million of equity-based compensation expenses and (b) $3.6 million charges related to the Nera acquisition and integration plan, was $1.7 million or $0.05 per basic share and diluted share. Non-GAAP net loss for the first quarter of 2011 was $(0.9) million, or $(0.02) per basic share and diluted share (please refer to the accompanying financial tables for reconciliation of GAAP financial information to non-GAAP).

Gross margin on a GAAP basis in the first quarter of 2012 was 31.4% of revenues. Gross margin on a non-GAAP basis was 33.3% of revenues.

Operating loss on a GAAP basis in the first quarter of 2012 was $(2.3) million. On a non-GAAP basis operating profit was $2.9 million.

Cash and cash investments at the end of the quarter were $49.5 million.

“Strength in Africa and Latin America drove revenues in Q1 as expected,” said Ira Palti, President and CEO of Ceragon. “We are continuing to penetrate these markets according to our plan, adding new customers as well as increasing sales to existing ones. During Q1, our sales in North America grew sequentially and we expanded our market share in India, another indication of our strong execution.

“Most of the pickup in bookings occurred during April, which we expect will bring the book to bill ratio above 1:1 in Q2 and increases our confidence for the outlook for the second half of the year,” continued Mr. Palti. “We remain on track to continue improving gross margin in the second half of 2012 after extending our design-to-cost capabilities to the long haul product. We believe that we will meet our expectations and exit 2012 with a revenue run rate of around $130 million per quarter with gross margin in the mid 30’s and a non-GAAP operating margin of around 8%.”

Supplemental revenue breakouts:

Geographical breakdown, first quarter of 2012:

· Europe: 19%

· Africa:27%

· North America: 12%

· Latin America: 26%

· India: 9%

· APAC: 7%

A conference call will follow today, May 7, 2012, beginning at 9:00 a.m. EDT. Investors are invited to join the Company’s teleconference by calling (800) 230-1093, or international +1(612) 288-0337 from 8:50 a.m. EDT. 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, or (International) +1 320-365-3844, Access Code: 242686.

A replay of both the call and the webcast will be available through June 7, 2012.

About Ceragon Networks Ltd.

Ceragon Networks Ltd.(NASDAQ: CRNT) is the #1 wireless backhaul specialist.  We provide innovative, flexible and cost-effective wireless backhaul solutions that enable mobile operators and other wired/wireless service providers to deliver 2G/3G, 4G/LTE and other broadband services to their subscribers.  Ceragon’s high-capacity, solutions use microwave technology to transfer voice and data traffic while maximizing bandwidth efficiency, to deliver more capacity over longer distances under any deployment scenario. Based on our extensive global experience, Ceragon delivers turnkey solutions that support service provider profitability at every stage of the network lifecycle enabling faster time to revenue, cost-effective operation and simple migration to all-IP networks.  As the demand for data pushes the need for ever-increasing capacity, Ceragon is committed to serve the market with unmatched technology and innovation, ensuring effective solutions for the evolving needs of the marketplace. Our solutions are deployed by more than 430 service providers in over 130 countries.

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.

Company & Investor Contact:	Media Contact:	Media Contact:
Yoel Knoll	Abigail Levy-Gurwitz	Karen Quatromoni
Ceragon Networks Ltd.	Ceragon Networks Ltd.	Rainier Communications
Tel: +1-(201)-853-0228	Tel: +1-(201)-853-0271	Tel. +1-(508)-475-0025 x150
yoelk@ceragon.com	abigaill@ceragon.com	kquatromoni@rainierco.com

Join the discussion

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 includethe risk of significant expenses in connection with potential contingent tax liability associated with Nera’s prior operations or facilities, the risk that the combined Ceragon and Nera 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 .

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Ceragon Reports First Quarter 2012 Results

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

	Three months ended
	March 31,
	2012			2011
Revenues	$	117,783		$	100,312
Cost of revenues		80,844			70,728
Gross profit		36,939			29,584
Operating expenses:
Research and development, net		12,155			12,457
Selling and marketing		19,847			19,185
General and administrative		7,215			5,523
Restructuring costs		-			7,834
Acquisition related costs		-			4,919
Total operating expenses	$	39,217		$	49,918
Operating loss		(2,278	)		(20,334	)
Financial expenses, net		(906	)		(447	)
Loss before taxes		(3,184	)		(20,781	)
Taxes on income		(290	)		(595	)
Net loss	$	(3,474	)	$	(21,376	)
Basic net loss per share	$	(0.10	)	$	(0.60	)
Diluted net loss per share	$	(0.10	)	$	(0.60	)
Weighted average number of shares used in computing basic net loss per share		36,346,482			35,603,764
Weighted average number of shares used in computing diluted net loss per share		36,346,482			35,603,764

Ceragon Reports First Quarter 2012 Results

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

(Unaudited)

	March 31,		December 31,
	2012		2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	39,418	$	28,991
Short-term bank deposits		6,229		7,159
Marketable securities		-		9,665
Trade receivables, net		147,062		143,247
Deferred taxes, net		8,627		8,622
Other accounts receivable and prepaid expenses		41,630		37,281
Inventories		74,177		93,465
Total current assets		317,143		328,430
LONG-TERM INVESTMENTS:
Marketable securities		3,850		3,716
Severance pay funds and pension		6,683		6,360
Total long-term investments	$	10,533	$	10,076
OTHER ASSETS
Deferred taxes, net		8,868		8,898
Goodwill and Intangible assets, net		27,191		28,032
Other long-term receivables		7,960		5,257
Total other assets	$	44,019	$	42,187
PROPERTY AND EQUIPMENT, NET		30,964		30,465
Total assets	$	402,659	$	411,158

(more)

Ceragon Reports First Quarter 2012 Results

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. Dollars in thousands)

(Unaudited)

	March 31,			December 31,
		2012			2011
CURRENT LIABILITIES:
Current maturities of long term bank loan		8,232			8,232
Trade payables		82,847			77,395
Deferred revenues		29,136			38,308
Other accounts payable and accrued expenses		44,234			49,508
Total current liabilities	$	164,449		$	173,443
LONG TERM LIABILITIES:
Long term bank loan, net of current maturities		24,710			26,768
Accrued severance pay and pension		12,531			11,996
Other long term liabilities		40,030			37,900
Total long term liabilities	$	77,271		$	76,664
SHAREHOLDERS' EQUITY:
Share capital:
Ordinary shares		97			97
Additional paid-in capital		313,709			311,911
Treasury shares at cost		(20,091	)		(20,091	)
Other comprehensive income (loss)		1,221			(343	)
Accumulated deficits		(133,997	)		(130,523	)
Total shareholders' equity	$	160,939		$	161,051
Total liabilities and shareholders' equity	$	402,659		$	411,158

Ceragon Reports First Quarter 2012 Results

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(U.S. dollars, in thousands)

(Unaudited)

	Three months ended
	March 31,
	2012			2011
Cash flow from operating activities:
Net loss	$	(3,474	)	$	(21,376	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		3,771			3,201
Stock-based compensation expense		1,585			1,419
Decrease (increase) in trade and other receivables, net		(8,651	)		22,494
Decrease in inventory, net of write-off		19,460			9,825
Increase (decrease) in trade payables and accrued liabilities		1,987			(16,937	)
Decrease in deferred revenues		(9,172	)		(10	)
Decrease (increase) in deferred tax asset, net		(377	)		31
Other adjustments		(104	)		(11	)
Net cash provided by (used in) operating activities	$	5,025		$	(1,364	)
Cash flow from investing activities:
Purchase of property and equipment ,net		(3,303	)		(2,789	)
Payment for business acquisition		-			(42,405	)
Investment in short and long-term bank deposit		(1,266	)		(2,254	)
Proceeds from short and long-term bank deposits		2,250			13,796
Proceeds from sale and maturities of marketable securities		9,717			4,235
Net cash provided by (used in) investing activities	$	7,398		$	(29,417	)
Cash flow from financing activities:
Proceeds from exercise of options		213			3,296
Proceeds from long-term bank loan		-			35,000
Repayment of long-term bank loan		(2,058	)		-
Net cash provided by (used in) financing activities	$	(1,845	)	$	38,296
Translation adjustments on cash and cash equivalents	$	(151	)	$	354
Increase in cash and cash equivalents	$	10,427		$	7,869
Cash and cash equivalents at the beginning of the period		28,991			37,725
Cash and cash equivalents at the end of the period	$	39,418		$	45,594

Ceragon Reports First Quarter 2012 Results

RECONCILIATION OF NON-GAAP FINANCIAL RESULTS

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

(Unaudited)

	Three months ended March 31,
	2012									2011
	GAAP			Adjustments			Non-GAAP			Non-GAAP
	(as reported)
Revenues	$	117,783					$	117,783		$	100,312
Cost of revenues		80,844			2,292	(a)		78,552			67,833
Gross profit		36,939						39,231			32,479
Operating expenses:
Research and development, net		12,155			424	(b)		11,731			11,041
Selling and marketing		19,847			1,615	(c)		18,232			16,661
General and administrative		7,215			852	(d)		6,363			4,592
Total operating expenses	$	39,217					$	36,326		$	32,294
Operating profit (loss)		(2,278	)					2,905			185
Financial expenses, net		(906	)					(906	)		(447	)
Income (loss) before taxes		(3,184	)					1,999			(262	)
Taxes on income		(290	)					(290	)		(595	)
Net income (loss)	$	(3,474	)				$	1,709		$	(857	)
Basic net earnings (loss) per share	$	(0.10	)				$	0.05		$	(0.02	)
Diluted net earnings (loss) per share	$	(0.10	)				$	0.05		$	(0.02	)
Weighted average number of shares used in computing basic net earnings (loss) per share		36,346,482						36,346,482			35,603,764
Weighted average number of shares used in computing diluted net earnings (loss) per share		36,346,482						37,253,865			35,603,764
Total adjustments					5,183

(more)

Ceragon Reports First Quarter 2012 Results

RECONCILIATION OF NON-GAAP FINANCIAL RESULTS

(a) Cost of revenues includes $0.3 million of amortization of intangible assets, $0.4 million of inventory step-up, $0.1 million of stock based compensation expenses, $0.2 million of integration plan related costs and $1.3 million of changes in pre-acquisition indirect tax positions in the three months ended March 31, 2012.

(b) Research and development expenses include $40 thousand of integration plan related costs and $0.4 million of stock based compensation expenses in the three months ended March 31, 2012.

(c) Selling and marketing expenses include $0.6 million of amortization of intangible assets, $0.4 million of integration plan related costs and $0.6 million of stock based compensation expenses in the three months ended March 31, 2012.

(d) General and administrative expenses include $0.3 million of integration plan related costs and $0.6 million of stock based compensation expenses in the three months ended March 31, 2012.

Ceragon Reports First Quarter 2012 Results

RECONCILIATION BETWEEN REPORTED AND NON-GAAP

OPERATING LOSS

(U.S. dollars in thousands)

(Unaudited)

	Three months ended
	March 31, 2012
Reported GAAP net operating loss		(2,278	)
Stock based compensation expenses		1,585
Amortization of intangible assets		901
Inventory step-up		404
Integration plan related costs		955
Changes in pre-acquisition indirect tax positions		1,338
Non-GAAP net operating profit		2,905

###

Contact: Yoel Knoll

Director of Investor Relations

Ceragon Networks Ltd.

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

Office (Int’l): +972 (0)3 766 6419

yoelk@ceragon.com