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 February 2014

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: February 13, 2014	By:	/s/ Donna Gershowitz
	Name: Title:	Donna Gershowitz VP and General Counsel

Exhibit Description

Exhibit A – CERAGON NETWORKS REPORTS FOURTH QUARTER AND FULL YEAR 2013 FINANCIAL RESULTS

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EX-99

Exhibit A

Press Release

Ceragon Reports Fourth Quarter 2013 – February 13, 2014

CERAGON NETWORKS REPORTS FOURTH QUARTER AND FULL YEAR 2013 FINANCIAL RESULTS

Paramus, New Jersey, February 13, 2014 - Ceragon Networks Ltd. (NASDAQ: CRNT), the #1 high-capacity wireless hauling specialist today reported results for the fourth  quarter and full year of 2013 which ended December 31, 2013.

Revenues for the fourth quarter of 2013 were $89.5 million, down 16% from $106.8 million for the fourth quarter of 2012, and down 3% from $92.1 million in the third quarter of 2013.

Net loss in accordance with US Generally Accepted Accounting Principles (GAAP) for the fourth quarter of 2013 was $(15.4) million or $(0.35) per basic share and diluted share, compared to net loss of $(8.4) million in the fourth quarter of 2012, or $(0.23) per basic share and diluted share.

On a non-GAAP basis, net loss for the fourth quarter of 2013 was $(4.1) million, or $(0.09) per basic and diluted share, excluding (a) $0.9 million of equity-based compensation expenses, (b) $0.6 million amortization of intangible assets, (c) $12.6 million restructuring and other expenses associated with the Q4 2013 restructuring, (d) $7.5 million primarily related to the expiration of certain pre-acquisition indirect tax exposures, (e) $1.3 million non-recurring adjustment of pension liabilities, and (f) $3.3 million of financial expenses related to actions taken in order to expatriate cash from Argentina.  Non-GAAP net income for the fourth quarter of 2012 was $0.4 million, or $0.01 per basic share and diluted share, with 16% fewer weighted average shares outstanding (Please refer to the accompanying financial tables for reconciliation of GAAP financial information to non-GAAP.)

Revenues for the full year of 2013 were $361.8 million, down 19% from $446.7 million in 2012. Net loss on a GAAP basis for 2013 was $(47.5) million or $(1.23) per basic share and diluted share. Net loss for the year 2012 was $(23.4) million or $(0.64) per basic share and diluted share.

On a non-GAAP basis, net loss for 2013 was $(20.0) million or $(0.52) per basic share and diluted share, excluding (a) $3.7 million of equity-based compensation expenses, (b) $2.5 million amortization of intangible assets,  (c) $0.5 million of inventory step-up,  (d) $15.4 million restructuring and other expenses associated with Q4 2013 restructuring, (e) $6.4 million related to the expiration of certain pre-acquisition indirect tax exposures, net of $1.3 million of interest accretion during the year, (f) $1.3 million non-recurring adjustment of pension liabilities, (g) $3.1 million non-recurring currency devaluation in Venezuela, (h) $3.3 million financial expenses related to actions taken in order to expatriate cash from Argentina, and (i) $4.0 million non-recurring adjustment of valuation allowance on tax assets. Net income for the year 2012 was $0.1 million, or $0.00 per basic share and diluted share.

Gross margin on a GAAP basis in the fourth quarter of 2013 was 31.0% of revenues. Gross margin on a non-GAAP basis in the fourth quarter was 32.1% of revenues.

Operating loss on a GAAP basis in the fourth quarter of 2013 was ($9.6) million. On a non-GAAP basis operating loss in the fourth quarter of 2013 was $(1.6) million.

Cash and cash investments at the end of the quarter were $52.3 million.

“We ended 2013 as we expected, with Latin America continuing to be the strongest region,” said Ira Palti, President and CEO of Ceragon. “The restructuring in Q4 was completed swiftly, the organization is operating efficiently, and the balance of our new product portfolio will be shipping this quarter as planned.

“The excellent feedback we are receiving from customers is validating our strategy, our technology and our time-to-market leadership.  With the restructuring behind us, and our new products garnering attention from existing customers as well as opening doors with important new ones, we are entering 2014 well-positioned to benefit as overall demand improves, which we expect to begin gradually in the second half of the year,” concluded Mr. Palti.

 Supplemental quarterly revenue breakouts:

Geographical breakdown, fourth quarter of 2013:
·	Europe:	20%
·	Africa:	11%
·	North America:	10%
·	Latin America:	40%
·	India:	8%
·	APAC:	11%
Geographical breakdown, full year 2013:
·	Europe:	18%
·	Africa:	20%
·	North America:	9%
·	Latin America:	34%
·	India:	8%
·	APAC:	11%

A conference call to discuss the results will begin at 9:00 a.m. ET. Investors are invited to join the Company’s teleconference by calling USA: (800) 230-1085 or International: +1 (612) 332-0107, from 8:50 a.m. ET. 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: 314921. A replay of both the call and the webcast will be available through March 13, 2014.

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About Ceragon Networks Ltd.

Ceragon Networks Ltd. (NASDAQ: CRNT) is the #1 high-capacity wireless hauling specialist.  We provide innovative, flexible and cost-effective wireless backhaul and fronthaul 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® 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.

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 forward-looking statements are  subject to risks and uncertainties that may cause actual results to differ materially, including  risks associated with doing business in Latin America, including currency export controls and recent economic concerns, the risks relating to the concentration of our business in developing nations, the risk of significant expenses in connection with potential contingent tax liability associated with Nera’s prior operations or facilities, risks associated with increased working capital needs, 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, and 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:
Aviram Steinhart	or	Claudia Gatlin
+972 3 5431 443		+1 201 853 0228
avirams@ceragon.com		claudiag@ceragon.com
Media:
Yoel Knoll
+972 3 5431 32 or
+1 201 853 0271
yoelk@ceragon.com

-tables follow-

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Ceragon Reports Fourth Quarter and Year End 2013 Results

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

	Three months ended December 31					Year ended December 31,
	2013			2012		2013			2012
Revenues	$	89,492		$	106,849	$	361,772		$	446,651
Cost of revenues		61,751			71,802		249,543			308,354
Gross profit		27,741			35,047		112,229			138,297
Operating expenses:
Research and development, net		10,409			12,007		42,962			47,487
Selling and marketing		17,106			18,564		67,743			77,326
General and administrative		8,089			6,925		26,757			27,519
Restructuring costs		9,345			4,608		9,345			4,608
Other income		(7,657	)		-		(7,657	)		-
Total operating expenses	$	37,292		$	42,104	$	139,150		$	156,940
Operating loss		9,551			7,058		26,921			18,643
Financial expenses, net		5,162			938		14,018			3,547
Loss before taxes		14,713			7,995		40,939			22,190
Taxes on income		664			405		6,539			1,201
Net loss	$	15,377		$	8,400	$	47,478		$	23,391
Basic and diluted net loss per share	$	0.35		$	0.23	$	1.23		$	0.64
Weighted average number of shares used in computing basic and diluted net loss per share		43,639,777			36,565,168		38,519,606			36,457,989

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Ceragon Reports Fourth Quarter and Year End 2013 Results

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

(Unaudited)

	December 31, 2013			December 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	42,407		$	47,099
Short-term bank deposits		446			422
Marketable securities		5,499			-
Trade receivables, net		131,166			149,120
Deferred taxes, net		7,198			8,589
Other accounts receivable and prepaid expenses		34,205			38,743
Inventories		64,239			65,554
Total current assets		285,160			309,527
NON-CURRENT ASSETS:
Marketable securities		3,985			4,068
Deferred tax assets, net		6,542			9,140
Severance pay and pension funds		7,065			7,163
Property and equipment, net		35,245			33,642
Intangible assets, net		7,213			9,809
Goodwill		14,935			15,283
Other non-current assets		5,826			4,964
		80,811			84,069
Total assets	$	365,971		$	393,596
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term loan, including current maturities of long term bank loan	$	46,922		$	25,232
Trade payables		77,979			102,079
Deferred revenues		7,968			16,719
Other accounts payable and accrued expenses		45,526			36,090
Total current liabilities		178,395			180,120
LONG-TERM LIABILITIES
Long term bank loan, net of current maturities		10,304			18,536
Accrued severance pay and pension		13,635			12,311
Other long term payables		28,559			38,920
		52,498			69,767
SHAREHOLDERS' EQUITY:
Share capital:
Ordinary shares		141			98
Additional paid-in capital		357,989			318,106
Treasury shares at cost		(20,091	)		(20,091	)
Other comprehensive loss		(1,569	)		(490	)
Accumulated deficits		(201,392	)		(153,914	)
Total shareholders' equity		135,078			143,709
Total liabilities and shareholders' equity	$	365,971		$	393,596

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Ceragon Reports Fourth Quarter and Year End 2013 Results

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(U.S. dollars, in thousands)

(Unaudited)

	Three months ended December 31,						Year ended December 31,
	2013			2012			2013			2012
Cash flow from operating activities:
Net loss	$	(15,377	)	$	(8,400	)	$	(47,478	)	$	(23,391	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,989			3,802			15,645			15,030
Stock-based compensation expense		1,048			1,215			3,822			5,460
Write off of property and equipment		2,559			-			2,559			-
Capital loss from marketable securities		2,108			-			2,108			-
Decrease (Increase) in trade and other receivables, net		(2,062	)		27,768			18,272			(11,753	)
Decrease (Increase) in inventory, net of write off		(7,092	)		(1,599	)		401			27,210
Increase (decrease) in trade payables and accrued liabilities		(1,975	)		274			(21,044	)		17,712
Decrease in deferred revenues		(533	)		(5,170	)		(8,751	)		(21,589	)
Decrease (increase) in deferred tax asset, net		(171	)		(324	)		3,572			(743	)
Other adjustments		1,404			(481	)		1,382			(727	)
Net cash provided by (used in) operating activities	$	(16,102	)	$	17,085		$	(29,512	)	$	7,209
Cash flow from investing activities:
Purchase of property and equipment ,net		(4,717	)		(4,317	)		(16,423	)		(14,530	)
Investment in short and long-term bank deposit		(424	)		-			(679	)		(1,266	)
Proceeds from maturities of short and long-term bank deposits		299			-			635			7,920
Investment in available for sale marketable securities		(7,867	)		-			(7,867	)		(64	)
Proceeds from sales of available for sale marketable securities		212			-			513			9,781
Net cash provided by (used in) investing activities	$	(12,497	)	$	(4,317	)	$	(23,821	)	$	1,841
Cash flow from financing activities:
Proceeds from exercise of options		-			2			1,145			736
Proceeds from issuance of shares, net		34,957			-			34,957			-
Proceeds from financial institutions, net		(2,300	)		2,000			23,690			27,000
Repayments of bank loans		(2,058	)		(12,058	)		(10,232	)		(18,232	)
Net cash provided by (used in) financing activities	$	30,599		$	(10,056	)	$	49,560		$	9,504
Translation adjustments on cash and cash equivalents	$	(175	)	$	36		$	(919	)	$	(446	)
Increase (Decrease) in cash and cash equivalents	$	1,825		$	2,748		$	(4,692	)	$	18,108
Cash and cash equivalents at the beginning of the period		40,582			44,351			47,099			28,991
Cash and cash equivalents at the end of the period	$	42,407		$	47,099		$	42,407		$	47,099

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Ceragon Reports Fourth Quarter and Year End 2013 Results

RECONCILIATION OF NON-GAAP FINANCIAL RESULTS

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

(Unaudited)

	Three months ended December 31,
	2013									2012
	GAAP (as reported)			Adjustments			Non-GAAP			Non-GAAP
Revenues	$	89,492					$	89,492		$	106,849
Cost of revenues		61,751		(a) 990				60,761			71,307
Gross profit		27,741						28,731			35,542
Operating expenses:
Research and development, net		10,409		(b) 1,822				8,587			10,539
Selling and marketing		17,106		(c) 1,219				15,887			17,344
General and administrative		8,089		(d) 2,252				5,837			5,895
Restructuring costs		9,345			9,345			-			-
Other income		(7,657	)	(e) (7,657		)		-			-
Total operating expenses	$	37,292					$	30,311		$	33,778
Operating profit (loss)		(9,551	)					(1,580	)		1,764
Financial expenses, net		5,162		(f) 3,320				1,842			938
Income (loss) before taxes		(14,713	)					(3,422	)		826
Taxes on income		664						664			405
Net income (loss)	$	(15,377	)				$	(4,086	)	$	421
Basic net earnings (loss) per share	$	(0.35	)				$	(0.09	)	$	0.01
Diluted net earnings (loss) per share	$	(0.35	)				$	(0.09	)	$	0.01
Weighted average number of shares used in computing basic net earnings (loss) per share		43,639,777						43,639,777			36,565,168
Weighted average number of shares used in computing diluted net earnings (loss) per share		43,639,777						43,639,777			36,641,920
Total adjustments					11,291

(a) Cost of revenues includes $0.3 million of amortization of intangible assets, $40 thousand of stock based compensation expenses, $0.2 million of changes in pre-acquisition indirect tax positions and $0.4 million of the Q4 2013 restructuring plan related costs in the three months ended December 31, 2013.

(b) Research and development expenses include $1.6 million of the Q4 2013 restructuring related costs and $0.3 million of stock based compensation expenses in the three months ended December 31, 2013.

(c) Selling and marketing expenses includes $0.3 million of amortization of intangible assets, $0.6 million of theQ42013 restructuring related costsand $0.2 million of stock based compensation expenses in the three months endedDecember 31, 2013.

(d) General and administrative expenses include $0.6 million of theQ42013 restructuring related costs, $1.3 million of non-recurring adjustment of pension liabilities in Norway as a result of a change in the official Norwegian data regarding estimated life expectancyand $0.4 million of stock based compensation expenses in the three months ended December 31, 2013.

(e) Other income includes $7.7 million related to the expiration of certain pre-acquisition indirect tax exposures during the three months ended December 31, 2013.

(f) Financial expenses include $3.3 million related to actions taken in order to expatriate cash from Argentina in the three months ended December 31, 2013.

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Ceragon Reports Fourth Quarter and Year End 2013 Results

RECONCILIATION OF NON-GAAP FINANCIAL RESULTS

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

(Unaudited)

	Year ended December 31,
	2013									2012
	GAAP (as reported)			Adjustments			Non-GAAP			Non-GAAP
Revenues	$	361,772					$	361,772		$	446,651
Cost of revenues		249,543		(a) 3,792				245,751			299,781
Gross profit		112,229						116,021			146,870
Operating expenses:
Research and development, net		42,962		(b) 3,810				39,152			44,584
Selling and marketing		67,743		(c) 3,957				63,786			72,306
General and administrative		26,757		(d) 3,768				22,989			25,167
Restructuring costs		9,345			9,345			-			-
Other income		(7,657	)	(e) (7,657		)		-			-
Total operating expenses	$	139,150					$	125,927		$	142,057
Operating profit (loss)		(26,921	)					(9,906	)		4,813
Financial expenses, net		14,018		(f) 6,453				7,565			3,547
Income (loss) before taxes		(40,939	)					(17,471	)		1,266
Taxes on income		6,539		(g) 4,037				2,502			1,201
Net income (loss)	$	(47,478	)				$	(19,973	)	$	65
Basic net earnings (loss) per share	$	(1.23	)				$	(0.52	)	$	0.00
Diluted net earnings (loss) per share	$	(1.23	)				$	(0.52	)	$	0.00
Weighted average number of shares used in computing basic net earnings (loss)  per share		38,519,606						38,519,606			36,457,989
Weighted average number of shares used in computing diluted net earnings (loss)  per share		38,519,606						38,519,606			37,092,887
Total adjustments					27,505

(a) Cost of revenues includes $1.2 million of amortization of intangible assets, $0.5 million of inventory step-up, $1.3 million of changes in pre-acquisition indirect tax positions, $0.2 million of stock based compensation expenses and $0.7 million of the Q4 2013 restructuring related costs in the year ended December 31, 2013.

(b) Research and development expenses include $2.8 million of the Q4 2013 restructuringrelated costs and $1.0 million of stock based compensation expenses in the year ended December 31, 2013.

(c) Selling and marketing expenses includes $1.3 million of amortization of intangible assets, $1.3 million of the Q4 2013 restructuring related costs and $1.3 million of stock based compensation expenses in the year ended December 31, 2013.

(d) General and administrative expenses include $1.3 million of the Q4 2013 restructuring related costs, $1.3 million of non-recurring adjustment of pension liabilities in Norway as a result of a change in the official Norwegian data regarding estimated life expectancy and $1.2 million of stock based compensation expenses, in the year ended December 31, 2013.

(e) Other income includes $7.7 million related to the expiration of certain pre-acquisition indirect tax exposures during the year ended December 31, 2013.

(f) Financial expenses include $3.1 million non-recurring currency devaluation in Venezuela and $3.3 million charge related to actions taken in order to expatriate cash from Argentina in the year ended December 31, 2013.

(g) Taxes on income include $4.0 million non-recurring adjustment of valuation allowance on tax assets in the year ended December 31, 2013.

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Ceragon Reports Fourth Quarter and Year End 2013 Results

RECONCILIATION BETWEEN REPORTED AND NON-GAAP

OPERATING PROFIT (LOSS)

(U.S. dollars in thousands)

(Unaudited)

	Three months ended			Year ended
	December 31, 2013
Reported GAAP net operating loss		(9,551	)		(26,921	)
Stock based compensation expenses		932			3,706
Amortization of purchased intangible assets		632			2,534
Inventory step up		-			459
Restructuring expenses		9,345			9,345
Q4 2013 restructuring related costs		3,232			6,076
Expiration of certain pre-acquisition indirect tax exposures, net of interest accretion		(7,461	)		(6,396	)
Non-recurring adjustment of pension liabilities		1,291			1,291
Non-GAAP net operating loss		(1,580	)		(9,906	)

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