8-K/A
0001738177trueCAMBIUM NETWORKS CORP00017381772023-08-012023-08-01

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 01, 2023

 

 

CAMBIUM NETWORKS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Cayman Islands

001-38952

00-0000000

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

c/o Cambium Networks, Inc.

3800 Golf Road, Suite 360

 

Rolling Meadows, Illinois

 

60008

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 345 814-7600

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Ordinary shares, $0.0001 par value

 

CMBM

 

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K filed by Cambium Networks Corporation (the "Company") amends Item 2.02 of the Current Report on Form 8-K filed on August 1, 2023 (the "Original Form 8-K") solely to correct an error on the first page of the press release furnished as Exhibit 99.1 thereto (the "Exhibit"). As previously furnished, the first bullet under the headline on page 1 of the Exhibit reflected incorrect data stating that our year-over-year revenues had increased over the same period in the prior year, when in fact, such revenues had decreased. All other information in the press release correctly reflected the fact and amount of the decrease. This erroneous bullet has been corrected on Exhibit 99.1 to this Amendment No. 1.

No other changes have been made to the Original Form 8-K or any of its exhibits.

Item 2.02 Results of Operations and Financial Condition.

The Exhibit 99.1 attached hereto is a replacement of the Exhibit furnished on the Original Form 8-K.

The foregoing information is furnished pursuant to Item 2.02 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

 

Press release dated August 1, 2023, as corrected

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


SIGNATURES

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 hereunto duly authorized.

 

 

 

CAMBIUM NETWORKS CORPORATION

 

 

 

 

Date:

August 3, 2023

By:

 /s/ Andrew P. Bronstein

 

 

Name:

Title:

Andrew P. Bronstein
Chief Financial Officer

 


EX-99.1

Exhibit 99.1

https://cdn.kscope.io/4f317b0773db69130603262b5e5dcc9a-img178355216_0.jpg

Cambium Networks Reports Second Quarter 2023 Financial Results

Morgan Kurk Announced as President & Chief Executive Officer

 

Revenues of $59.5 million, decreased 23% sequentially, and decreased 14% year-over-year
Record Point-to-Point revenues of $25.1 million, up 39% sequentially, and increased 60% year-over-year
Gross margin of 49.1%, non-GAAP(1) gross margin of 50.3%
Operating loss of $2.7 million, non-GAAP(1) operating income of $1.6 million
Net loss of $2.6 million or $0.10 per diluted share, non-GAAP(1) net income of $0.9 million or $0.03 per diluted share
Adjusted EBITDA(1) of $2.8 million or 4.7% of revenues

 

ROLLING MEADOWS, Ill., Aug. 1, 2023 — Cambium Networks Corporation (“Cambium Networks”) (NASDAQ: CMBM), a leading provider of wireless networking infrastructure solutions, today announced financial results for the second quarter 2023 ended June 30, 2023.

 

 

GAAP

 

 

Non-GAAP (1)

 

(in millions, except percentages)

 

Q2 2023

 

 

Q1 2023

 

 

Q2 2022

 

 

Q2 2023

 

 

Q1 2023

 

 

Q2 2022

 

Revenues

 

$

59.5

 

 

$

77.4

 

 

$

69.3

 

 

$

59.5

 

 

$

77.4

 

 

$

69.3

 

Gross margin

 

 

49.1

%

 

 

51.2

%

 

 

48.3

%

 

 

50.3

%

 

 

52.1

%

 

 

48.9

%

Operating margin

 

 

(4.5

)%

 

 

7.2

%

 

 

3.8

%

 

 

2.8

%

 

 

12.2

%

 

 

9.1

%

Net (loss) income

 

$

(2.6

)

 

$

4.3

 

 

$

2.3

 

 

$

0.9

 

 

$

6.8

 

 

$

5.0

 

Adjusted EBITDA margin

 

 

 

 

 

 

 

 

 

 

 

4.7

%

 

 

13.4

%

 

 

11.3

%

1Refer to Supplemental Financial Information accompanying this press release for a reconciliation of GAAP to non-GAAP numbers and for reconciliation of adjusted EBITDA for the second quarter 2023 ended June 30, 2023.

“Our second quarter results were disappointing as a result of lower demand for Enterprise products caused by lower order volumes from distributors and high channel inventories, and a challenging macroeconomic environment, especially in EMEA,” said Atul Bhatnagar. “The company has recently initiated a cost reduction plan to increase profitability ahead of our next phase of growth which includes the FCC’s anticipated approval of 6 GHz spectrum products, the ramp of our 28 GHz cnWave 5G fixed, 60 GHz cnWave technologies for service providers, and the expansion of our fiber-based solutions.”

Bhatnagar continued, “We remain confident that new product cycles for next generation multi-gigabit fixed wireless and fiber products, increased government funding in North America, defense, and a return to growth for our Enterprise business will drive future growth.”

Cambium also announced that Morgan Kurk, most recently a senior executive at Honeywell International, and prior to that, the executive vice president broadband market segment leader and chief technology officer at CommScope, has been appointed president and chief executive officer, effective immediately. Mr. Kurk has also joined the company’s board of directors. Atul Bhatnagar is stepping down as the company’s CEO but will continue to serve as a member of the company’s board of directors.


“Cambium has established itself as a leader in the fixed wireless broadband and wireless networking categories and has achieved many product innovations since its spin-off from Motorola in 2011. We could not be more thrilled to have Morgan lead Cambium in the next phase of its journey. As a proven industry leader with a three-decade track record of delivering outstanding results, Morgan brings the right vision, experience and energy to drive growth at the company for years to come,” said Robert Amen, Cambium’s chairman. “We also want to acknowledge and thank Atul for his many years of leadership in establishing a culture of growth, integrity and innovation and in leading Cambium to where it is today.”

“Cambium's technology, blue-chip customers, and market position present significant opportunities to scale. As CEO, my focus will be on continuing to build shareholder value by fostering a culture of operational excellence and innovation, and driving profitable growth in a highly dynamic market,” said Mr. Kurk.

“I am extremely proud of our entire Cambium team and what we have accomplished over the past ten years. I want to express deep gratitude to Team Cambium for their unwavering support all these years in creating a highly innovative growth company. I look forward to assisting Morgan through a successful transition and continuing to serve our shareholders as a director,” said Mr. Bhatnagar.

Revenues of $59.5 million for the second quarter 2023 decreased $9.8 million year-over-year primarily as a result of lower revenues for Enterprise products as a result of higher channel inventories and slowing European economies, and decreased Point-to-Multi-Point revenues due to less demand from service providers ahead of the ramp of product transitions to new technologies, partially offset by record Point-to-Point revenues due to higher defense revenues. Revenues for the second quarter 2023 decreased by $17.9 million compared to $77.4 million for the first quarter 2023, primarily due to lower Enterprise revenues partially offset by higher Point-to-Point and Point-to-Multi-Point revenues.

GAAP gross margin for the second quarter 2023 was 49.1%, compared to 48.3% for the second quarter 2022, and 51.2% for the first quarter 2023. GAAP operating loss for the second quarter 2023 was $2.7 million, compared to operating income of $2.7 million for the second quarter 2022, and $5.6 million for the first quarter 2023. GAAP net loss for the second quarter 2023 was $2.6 million, or net loss of $0.10 per diluted share, compared to net income of $2.3 million, or net earnings of $0.08 per diluted share for the second quarter 2022, and net income of $4.3 million, or net earnings of $0.15 per diluted share for the first quarter 2023.

Non-GAAP gross margin for the second quarter 2023 was 50.3%, compared to 48.9% for the second quarter 2022, and 52.1% for the first quarter 2023. Non-GAAP operating income for the second quarter 2023 was $1.6 million, compared to $6.3 million for the second quarter 2022, and $9.4 million for the first quarter 2023. Non-GAAP net income for the second quarter 2023 was $0.9 million, or a net income of $0.03 per diluted share, compared to net income of $5.0 million, or $0.18 per diluted share for the second quarter 2022, and net income of $6.8 million, or $0.24 per diluted share, for the first quarter 2023. For the second quarter 2023, adjusted EBITDA was $2.8 million or 4.7% of revenues, compared to adjusted EBITDA of $7.8 million or 11.3% of revenues for the second quarter 2022, and $10.4 million or 13.4% of revenues for the first quarter 2023.

Net cash used in operating activities was $4.5 million for the second quarter 2023, compared to net cash provided by operating activities of $10.0 million for the second quarter 2022, and net cash used in operating activities of $6.0 million for the first quarter 2023. Cash totaled $32.0 million as of June 30, 2023, $14.0 million lower than June 30, 2022.


Second Quarter 2023 Highlights

Revenues of $59.5 million, decreased 23% sequentially, and were lower by 14% year-over-year.
GAAP net loss of $2.6 million or $0.10 per diluted share, non-GAAP net income of $0.9 million or $0.03 per diluted share, compared to GAAP net income of $2.3 million, or $0.08 per diluted share for the second quarter 2022, and non-GAAP net income of $5.0 million or $0.18 per diluted share for the second quarter 2022.
Adjusted EBITDA of $2.8 million or 4.7% of revenues, compared to $7.8 million or 11.3% of revenues for the second quarter 2022.
Net cash used in operating activities was $4.5 million, compared to net cash provided by operating activities of $10.0 million for the second quarter 2022.
Surpassed 14 million radios shipped since becoming a standalone company.
Increased net new channel partners by approximately 1,600 year-over-year, an increase of over 13%.
Devices under cnMaestro® cloud management increased 17% year-over-year.

Cambium Networks’ financial outlook does not include the potential impact of any possible future financial transactions, acquisitions, pending legal matters, or other transactions. Accordingly, Cambium Networks only includes such items in the company’s financial outlook to the extent they are reasonably foreseeable; however, actual results may differ materially from the outlook.

Third Quarter 2023 Financial Outlook

Taking into account our current visibility, the financial outlook as of August 1, 2023, for the third quarter ending September 30, 2023, is expected to be as follows:

Revenues between $62.0-$70.0 million
GAAP gross margin between 48.7%-50.2%; and non-GAAP gross margin between 49.8%-51.3%
GAAP operating expenses between $30.5-$31.5 million; and non-GAAP operating expenses between $25.6-$26.6 million
GAAP operating (loss) income between ($0.3)-$3.6 million; and non-GAAP operating income between $5.2-$9.2 million
Interest expense, net of approximately $0.7 million
GAAP net (loss) income between $(0.8)-$2.4 million or between ($0.03) and $0.08 per diluted share; and non-GAAP net income between $3.7-$6.9 million or between $0.13 and $0.25 per diluted share
Adjusted EBITDA between $6.3-$10.3 million; and adjusted EBITDA margin between 10.2%-14.8%
GAAP effective tax rate of approximately 0.0%; and non-GAAP effective tax rate of approximately 17.0%-21.0%
Approximately 28.0 million weighted average diluted shares outstanding

Cash requirements are expected to be as follows:

Paydown of debt: $0.7 million
Cash interest expense: approximately $0.5 million
Capital expenditures: $4.0-$4.5 million

Full Year 2023 Financial Outlook

Revenues between $265.0-$275.0 million, representing a decline of 7% to 11%
GAAP gross margin between 49.2%-50.6%; and non-GAAP gross margin between 50.2%-51.6%
GAAP net income between $2.3-$7.6 million or between $0.08 and $0.27 per diluted share; and non-GAAP net income between $16.7-$21.9 million or between $0.59 and $0.78 per diluted share
Adjusted EBITDA margin between 10.5%-12.6%

 

Conference Call and Webcast

Cambium Networks will host a live webcast and conference call to discuss its financial results at 4:30 p.m. ET today, August 1, 2023. To join the financial results live webcast and view additional materials which will be posted to the investor website, listeners should access the investor page of Cambium Networks website https://investors.cambiumnetworks.com/. Following the live webcast, a replay will be available in the event archives at the same web address for a period of one year.

To access the live conference call by phone, listeners should register in advance at https://register.vevent.com/register/BIba7cb7ea94fa45bbb6d50fbc12d1e8e2. Upon registration, telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique passcode.

In addition, Cambium Networks President & CEO, Morgan Kurk, CFO, Andrew Bronstein, and Atul Bhatnagar will hold one-on-one meetings virtually with investors and present on Wed., August 9, 2023, at the Oppenheimer 26th Annual Technology, Internet & Communications Conference, and will hold one-on-one meetings in person on Tue., Aug. 29, 2023, at the Jefferies Semiconductor, IT Hardware & Communications Technology Summit in Chicago, Ill., and Tue., Sept. 19, 2023, at the Northland Capital Markets Institutional Investor Conference.

About Cambium Networks

Cambium Networks enables service providers, enterprises, industrial organizations, and governments to deliver exceptional digital experiences, and device connectivity, with compelling economics. Our ONE Network platform simplifies management of Cambium Networks wired and wireless broadband and network edge technologies. Our customers can focus more resources on managing their business rather than the network. We deliver connectivity that just works.

Cautionary Note Regarding Forward-Looking Statements

This release contains certain forward-looking statements within the meaning of the federal securities laws, including statements concerning our expected next quarter revenues, net income and cash. All statements other than statements of historical fact contained in this document, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

 

The forward-looking statements in this document are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this document and are subject to a number of risks, uncertainties and assumptions including those described in the “Risk factors” section of our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023 and Form 10-Q filed on May 9, 2023. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include: the unpredictability of our operating results; the impact of


the global shortage of certain components including semiconductor chipsets; the constraint in global shipping and logistics; our inability to predict and respond to emerging technological trends and network operators’ changing needs; the impact of political tensions between the United States and other countries such as the war between Russia and Ukraine and tensions with China; our reliance on third-party manufacturers, which subjects us to risks of product delivery delays and reduced control over product costs and quality; our reliance on distributors and value-added resellers for the substantial majority of our sales; the inability of our third-party logistics and warehousing providers to deliver products to our channel partners and network operators in a timely manner; the quality of our support and services offerings; our or our distributors’ and channel partners’ inability to attract new network operators or sell additional products to network operators that currently use our products; the technological complexity of our products, which may contain undetected hardware defects or software bugs; our channel partners’ inability to effectively manage inventory of our products, timely resell our products or estimate expected future demand; our inability to manage our growth and expand our operations; unpredictability of sales and revenues due to lengthy sales cycles; our inability to maintain an effective system of internal controls, produce timely and accurate financial statements or comply with applicable regulations; our reliance on the availability of third-party licenses; risks associated with international sales and operations; and current or future unfavorable economic conditions, both domestically and in foreign markets.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

CAMBIUM NETWORKS CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(In thousands, except share and per share amounts)

 

(Unaudited)

 

 

 

Three months ended

 

 

 

 

June 30, 2023

 

 

March 31, 2023

 

 

June 30, 2022

 

 

 

 

 

 

 

 

 

Revenues

 

 

$

59,542

 

 

$

77,401

 

 

$

69,296

 

Cost of revenues

 

 

 

30,300

 

 

37,741

 

 

 

35,857

 

Gross profit

 

 

 

29,242

 

 

39,660

 

 

 

33,439

 

Gross margin

 

 

 

49.1

%

 

 

51.2

%

 

 

48.3

%

Operating expenses

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

 

13,008

 

 

14,262

 

 

 

11,440

 

Sales and marketing

 

 

 

11,528

 

 

 

11,670

 

 

 

10,842

 

General and administrative

 

 

 

5,836

 

 

 

6,667

 

 

 

6,958

 

Depreciation and amortization

 

 

 

1,573

 

 

 

1,496

 

 

 

1,534

 

Total operating expenses

 

 

 

31,945

 

 

34,095

 

 

 

30,774

 

Operating (loss) income

 

 

 

(2,703

)

 

5,565

 

 

 

2,665

 

Operating margin

 

 

 

-4.5

%

 

 

7.2

%

 

 

3.8

%

Interest expense, net

 

 

 

579

 

 

 

597

 

 

 

407

 

Other expense, net

 

 

 

64

 

 

 

154

 

 

 

(371

)

(Loss) income before income taxes

 

 

 

(3,346

)

 

4,814

 

 

 

2,629

 

(Benefit) provision for income taxes

 

 

 

(704

)

 

538

 

 

 

307

 

Net (loss) income

 

 

$

(2,642

)

 

$

4,276

 

 

$

2,322

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

(0.10

)

 

$

0.16

 

 

$

0.09

 

Diluted

 

 

$

(0.10

)

 

$

0.15

 

 

$

0.08

 

Weighted-average number of shares outstanding to compute (loss) earnings per share

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

27,432,705

 

 

 

27,341,013

 

 

 

26,836,853

 

Diluted

 

 

 

27,432,705

 

 

 

28,452,855

 

 

 

27,588,772

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation included in costs and expenses:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

$

59

 

 

$

56

 

 

$

50

 

Research and development

 

 

 

1,388

 

 

 

1,269

 

 

 

1,011

 

Sales and marketing

 

 

 

728

 

 

 

700

 

 

 

578

 

General and administrative

 

 

 

887

 

 

 

850

 

 

 

878

 

Total share-based compensation expense

 

 

$

3,062

 

 

$

2,875

 

 

$

2,517

 

 

 

 

 

 

 

 

 

 

 

 

Certain revisions were made within operating expenses in prior periods to conform to the current period. These revisions had no impact to operating income.

 

 


CAMBIUM NETWORKS CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands, except share information)

 

(Unaudited)

 

 

 

June 30, 2023

 

 

December 31, 2022

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

31,978

 

 

$

48,162

 

Accounts receivable, net of allowance of $600 and $577

 

 

86,819

 

 

 

89,321

 

Inventories, net

 

 

82,348

 

 

 

57,068

 

Recoverable income taxes

 

 

98

 

 

 

117

 

Prepaid expenses

 

 

8,042

 

 

 

11,857

 

Other current assets

 

 

9,020

 

 

 

6,464

 

Total current assets

 

 

218,305

 

 

 

212,989

 

 

 

 

 

 

 

 

Noncurrent assets

 

 

 

 

 

 

Property and equipment, net

 

 

11,375

 

 

 

11,271

 

Software, net

 

 

10,484

 

 

 

8,439

 

Operating lease assets

 

 

4,823

 

 

 

4,011

 

Intangible assets, net

 

 

8,424

 

 

 

9,173

 

Goodwill

 

 

9,842

 

 

 

9,842

 

Deferred tax assets, net

 

 

16,106

 

 

 

12,782

 

Other noncurrent assets

 

 

929

 

 

 

955

 

TOTAL ASSETS

 

$

280,288

 

 

$

269,462

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

30,067

 

 

$

31,284

 

Accrued liabilities

 

 

26,364

 

 

 

28,042

 

Employee compensation

 

 

5,852

 

 

 

7,394

 

Current portion of long-term external debt, net

 

 

3,166

 

 

 

3,158

 

Deferred revenues

 

 

8,307

 

 

 

8,913

 

Other current liabilities

 

 

15,323

 

 

 

8,429

 

Total current liabilities

 

 

89,079

 

 

 

87,220

 

Noncurrent liabilities

 

 

 

 

 

 

Long-term external debt, net

 

 

23,212

 

 

 

24,463

 

Deferred revenues

 

 

9,281

 

 

 

8,617

 

Noncurrent operating lease liabilities

 

 

3,033

 

 

 

2,170

 

Other noncurrent liabilities

 

 

1,632

 

 

 

1,619

 

Total liabilities

 

 

126,237

 

 

 

124,089

 

Shareholders' equity

 

 

 

 

 

 

Share capital; $0.0001 par value; 500,000,000 shares authorized at June 30, 2023 and December 31, 2022; 27,603,028 outstanding at June 30, 2023 and 27,313,273 outstanding at December 31, 2022

 

 

3

 

 

 

3

 

Additional paid in capital

 

 

146,528

 

 

 

138,997

 

Treasury shares, at cost, 244,504 shares at June 30, 2023 and 209,461 shares at March 31, 2023

 

 

(5,509

)

 

 

(4,922

)

Accumulated earnings

 

 

14,456

 

 

 

12,822

 

Accumulated other comprehensive loss

 

 

(1,427

)

 

 

(1,527

)

Total shareholders’ equity

 

 

154,051

 

 

 

145,373

 

TOTAL LIABILITIES AND EQUITY

 

$

280,288

 

 

$

269,462

 

 

 

 

 

 

 

 

 


CAMBIUM NETWORKS CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

June 30, 2023

 

 

March 31, 2023

 

 

June 30, 2022

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(2,642

)

 

$

4,276

 

 

$

2,322

 

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization of software and intangible assets

 

 

2,222

 

 

 

2,095

 

 

 

1,904

 

Amortization of debt issuance costs

 

 

79

 

 

 

75

 

 

 

76

 

Share-based compensation

 

 

3,062

 

 

 

2,875

 

 

 

2,517

 

Deferred income taxes

 

 

(1,805

)

 

 

(1,519

)

 

 

80

 

Provision for inventory excess and obsolescence

 

 

(276

)

 

 

1,336

 

 

 

80

 

Other

 

 

69

 

 

 

(231

)

 

 

(87

)

Change in assets and liabilities:

 

 

 

 

 

 

 

 

 

Receivables

 

 

9,165

 

 

 

(8,973

)

 

 

(10,082

)

Inventories

 

 

(13,739

)

 

 

(12,601

)

 

 

(7,312

)

Prepaid expenses

 

 

2,734

 

 

 

1,069

 

 

 

8,748

 

Accounts payable

 

 

134

 

 

 

(1,474

)

 

 

11,899

 

Accrued employee compensation

 

 

(931

)

 

 

(584

)

 

 

(642

)

Other assets and liabilities

 

 

(2,593

)

 

 

7,697

 

 

 

483

 

Net cash (used in) provided by operating activities

 

 

(4,521

)

 

 

(5,959

)

 

 

9,986

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(667

)

 

 

(1,569

)

 

 

(1,554

)

Purchase of software

 

 

(1,796

)

 

 

(1,537

)

 

 

(933

)

Net cash used in investing activities

 

 

(2,463

)

 

 

(3,106

)

 

 

(2,487

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Repayment of term loan

 

 

(657

)

 

 

(656

)

 

 

(656

)

Issuance of ordinary shares under ESPP

 

 

1,102

 

 

 

 

 

 

1,127

 

Taxes paid related to net share settlement of equity awards

 

 

(285

)

 

 

(148

)

 

 

(487

)

Proceeds from share option exercises

 

 

105

 

 

 

387

 

 

 

103

 

Net cash provided by (used in) financing activities

 

 

265

 

 

 

(417

)

 

 

87

 

Effect of exchange rate on cash

 

 

1

 

 

 

16

 

 

 

(54

)

Net (decrease) increase in cash

 

 

(6,718

)

 

 

(9,466

)

 

 

7,532

 

Cash, beginning of period

 

 

38,696

 

 

 

48,162

 

 

 

38,397

 

Cash, end of period

 

$

31,978

 

 

$

38,696

 

 

$

45,929

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Income taxes paid

 

$

2,639

 

 

$

204

 

 

$

306

 

Interest paid

 

$

468

 

 

$

412

 

 

$

189

 

 


CAMBIUM NETWORKS CORPORATION

 

SUPPLEMENTAL FINANCIAL INFORMATION

 

(In thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

REVENUES BY PRODUCT CATEGORY

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

June 30, 2023

 

 

March 31, 2023

 

 

June 30, 2022

 

Point-to-Multi-Point

 

$

26,734

 

 

$

22,292

 

 

$

28,269

 

Point-to-Point

 

 

25,074

 

 

 

18,008

 

 

 

15,684

 

Enterprise

 

 

6,420

 

 

 

35,656

 

 

 

24,014

 

Other

 

 

1,314

 

 

 

1,445

 

 

 

1,329

 

Total Revenues

 

$

59,542

 

 

$

77,401

 

 

$

69,296

 

 

 

 

 

 

 

 

 

 

 

REVENUES BY REGION

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

June 30, 2023

 

 

March 31, 2023

 

 

June 30, 2022

 

North America

 

$

39,526

 

 

$

47,593

 

 

$

31,140

 

Europe, Middle East and Africa

 

 

6,769

 

 

 

19,708

 

 

 

21,281

 

Caribbean and Latin America

 

 

6,015

 

 

 

3,685

 

 

 

7,960

 

Asia Pacific

 

 

7,232

 

 

 

6,415

 

 

 

8,915

 

Total Revenues

 

$

59,542

 

 

$

77,401

 

 

$

69,296

 

 

 

 

 

 

 

 

 

 

 

 

Use of non-GAAP (Adjusted) Financial Measures

In addition to providing financial measurements based on generally accepted accounting principles in the United States (GAAP), we provide additional financial metrics that are not prepared in accordance with GAAP (non-GAAP), including Adjusted EBITDA, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and non-GAAP operating margin, non-GAAP pre-tax income, non-GAAP provision for income taxes, non-GAAP net income, and non-GAAP fully weighted basic and diluted shares. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation and to evaluate our financial performance. We believe that these non-GAAP financial measures help us to identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of the non-GAAP financial measures.

We believe that these financial measures reflect our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business and provides information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects. Although the calculation of non-GAAP financial measures may vary from company to company, our detailed presentation may facilitate analysis and comparison of our operating results by management and investors with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results in their public disclosures. These non-GAAP financial measures are discussed below.

Adjusted EBITDA is defined as net income as reported in our consolidated statements of income excluding the impact of (i) interest expense (income), net; (ii) income tax provision (benefit); (iii) depreciation and amortization expense; (iv) nonrecurring legal expenses, (v) share-based compensation expense, (vi) one-time costs, and (vii) restructuring expenses. EBITDA is widely used by securities analysts, investors and other interested parties to evaluate the profitability of companies. EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting net


finance costs), tax positions (such as the availability of net operating losses against which to relieve taxable profits), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense). We adjust EBITDA to also exclude nonrecurring legal expenses since this is one-time in nature and does not reflect our ongoing operations. We adjust EBITDA for share-based compensation expense which is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Cambium Networks’ control. As a result, management excludes this item from Cambium Networks' internal operating forecasts and models. We also adjust EBITDA to exclude one-time costs and restructuring expenses and secondary offering expenses as these relate to events outside of the ordinary course of continuing operations and to provide a more accurate comparison of our ongoing business results.

Non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and non-GAAP operating margin, non-GAAP effective tax rate and non-GAAP net income are used as a supplement to our unaudited condensed consolidated financial statements presented in accordance with GAAP. We believe these non-GAAP measures are the most meaningful for period-to-period comparisons because they exclude the impact of share-based compensation expense, restructuring expenses and secondary offering expenses, nonrecurring legal expenses, write-down of debt issuance costs upon prepayment of debt, amortization of acquired intangibles, and amortization of capitalized software costs as we do not consider these costs and expenses to be indicative of our ongoing operations.

Share-based compensation expense and associated employment taxes paid are excluded. Management may issue different types of awards, including share options, restricted share awards and restricted share units, and excludes the associated expense in this non-GAAP measure. Share-based compensation expense is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Cambium Networks control while the associated employment taxes are cash-based expenses that vary in amount from period-to-period and are dependent on market forces as well as jurisdictional tax regulations that are often beyond Cambium Networks control.

Amortization of acquired intangibles includes customer relationships and is excluded since these are not indicative of continuing operations.

Amortization of capitalized software costs include capitalized research and development activities amortized over their useful life and included in cost of revenues and are excluded since these are not indicative of continuing operations.

Restructuring expenses consist primarily of severance costs for employees which are not related to future operating expenses. Cambium Networks excludes these expenses since they result from an event that is outside the ordinary course of continuing operations. Excluding these charges permits more accurate comparisons of Cambium Networks ongoing business results.

Our non-GAAP tax adjustments include the tax impacts from share-based compensation expense including excess or decremental tax benefits available to the company that are recorded when incurred. Cambium Networks excludes these amounts to more closely approximate the company’s ongoing effective tax rate after adjusting for one-time or unique non-recurring items. The associated non-GAAP effective tax rate is also applied to the gross amount of non-GAAP adjustments for the purpose of calculating non-GAAP net income in total and on a per-share basis. This approach is designed to enhance the ability of investors to understand the company's tax expense on its current operations, provide improved modeling accuracy, and substantially reduce fluctuations caused by GAAP adjustments which may not reflect actual cash tax expense.


Non-GAAP fully weighted basic and diluted shares are shown as outstanding during the entire period presented and include dilutive shares if their effect on earnings per share is dilutive. We also use non-GAAP fully weighted basic and diluted shares to provide more comparable per-share results across periods.

These non-GAAP financial measures do not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP. There are limitations in the use of non-GAAP measures because they do not include all the expenses that must be included under GAAP and because they involve the exercise of judgment concerning exclusions of items from the comparable non-GAAP financial measure. In addition, other companies may use other measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We present a “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures” in the tables below.

The following table reconciles net income to Adjusted EBITDA, the most directly comparable financial measure, calculated and presented in accordance with GAAP (in thousands):

CAMBIUM NETWORKS CORPORATION

 

SUPPLEMENTAL SCHEDULE OF NON-GAAP ADJUSTED EBITDA

 

(In thousands)

 

(Unaudited)

 

 

 

Three months ended

 

 

 

June 30, 2023

 

 

March 31, 2023

 

 

June 30, 2022

 

Net (loss) income

 

$

(2,642

)

 

$

4,276

 

 

$

2,322

 

Interest expense, net

 

 

579

 

 

 

597

 

 

 

407

 

(Benefit) provision for income taxes

 

 

(704

)

 

 

538

 

 

 

307

 

Depreciation and amortization of software and intangible assets

 

 

2,222

 

 

 

2,095

 

 

 

1,904

 

EBITDA

 

 

(545

)

 

 

7,506

 

 

 

4,940

 

Share-based compensation

 

 

3,062

 

 

 

2,875

 

 

 

2,517

 

Restructuring and other nonrecurring expenses

 

 

256

 

 

 

 

 

 

343

 

Adjusted EBITDA

 

$

2,773

 

 

$

10,381

 

 

$

7,800

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA Margin

 

 

4.7

%

 

 

13.4

%

 

 

11.3

%

 


The following table reconciles all other GAAP to non-GAAP financial measures (in thousands):

CAMBIUM NETWORKS CORPORATION

 

RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

 

(In thousands, except per share data)

 

(Unaudited)

 

 

 

Three Months Ended

 

 

 

June 30, 2023

 

 

March 31, 2023

 

 

June 30, 2022

 

GAAP gross profit

 

$

29,242

 

 

$

39,660

 

 

$

33,439

 

Share-based compensation expense

 

 

59

 

 

 

56

 

 

 

50

 

Amortization of capitalized software costs

 

 

648

 

 

 

599

 

 

 

370

 

Non-GAAP gross profit

 

$

29,949

 

 

$

40,315

 

 

$

33,859

 

Non-GAAP gross margin

 

 

50.3

%

 

 

52.1

%

 

 

48.9

%

 

 

 

 

 

 

 

 

 

 

GAAP research and development expense

 

$

13,008

 

 

$

14,262

 

 

$

11,440

 

Share-based compensation expense

 

 

1,388

 

 

 

1,269

 

 

 

1,011

 

Restructuring and other nonrecurring expense

 

 

256

 

 

 

 

 

 

 

Non-GAAP research and development expense

 

$

11,364

 

 

$

12,993

 

 

$

10,429

 

 

 

 

 

 

 

 

 

 

 

GAAP sales and marketing expense

 

$

11,528

 

 

$

11,670

 

 

$

10,842

 

Share-based compensation expense

 

 

728

 

 

 

700

 

 

 

578

 

Restructuring and other nonrecurring expenses

 

 

 

 

 

 

 

 

166

 

Non-GAAP sales and marketing expense

 

$

10,800

 

 

$

10,970

 

 

$

10,098

 

 

 

 

 

 

 

 

 

 

 

GAAP general and administrative expense

 

$

5,836

 

 

$

6,667

 

 

$

6,958

 

Share-based compensation expense

 

 

887

 

 

 

850

 

 

 

878

 

Restructuring and other nonrecurring expenses

 

 

 

 

 

 

 

 

177

 

Non-GAAP general and administrative expense

 

$

4,949

 

 

$

5,817

 

 

$

5,903

 

 

 

 

 

 

 

 

 

 

 

GAAP depreciation and amortization

 

$

1,573

 

 

$

1,496

 

 

$

1,534

 

Amortization of acquired intangibles

 

 

375

 

 

 

374

 

 

 

419

 

Non-GAAP depreciation and amortization

 

$

1,198

 

 

$

1,122

 

 

$

1,115

 

 

 

 

 

 

 

 

 

 

 

GAAP operating (loss) income

 

$

(2,703

)

 

$

5,565

 

 

$

2,665

 

Share-based compensation expense

 

 

3,062

 

 

 

2,875

 

 

 

2,517

 

Amortization of capitalized software costs

 

 

648

 

 

 

599

 

 

 

370

 

Amortization of acquired intangibles

 

 

375

 

 

 

374

 

 

 

419

 

Restructuring and other nonrecurring expenses

 

 

256

 

 

 

 

 

 

343

 

Non-GAAP operating income

 

$

1,638

 

 

$

9,413

 

 

$

6,314

 

 

 

 

 

 

 

 

 

 

 

GAAP pre-tax (loss) income

 

$

(3,346

)

 

$

4,814

 

 

$

2,629

 

Share-based compensation expense

 

 

3,062

 

 

 

2,875

 

 

 

2,517

 

Amortization of capitalized software costs

 

 

648

 

 

 

599

 

 

 

370

 

Amortization of acquired intangibles

 

 

375

 

 

 

374

 

 

 

419

 

Restructuring and other nonrecurring expenses

 

 

256

 

 

 

 

 

 

343

 

Non-GAAP pre-tax income

 

$

995

 

 

$

8,662

 

 

$

6,278

 

 

 

 

 

 

 

 

 

 

 

GAAP (benefit) provision for income taxes

 

$

(704

)

 

$

538

 

 

$

307

 

Tax rate change

 

 

(147

)

 

 

28

 

 

 

(54

)

Tax impacts of share vesting

 

 

18

 

 

 

(99

)

 

 

 

Tax effect of Non-GAAP adjustments

 

 

(868

)

 

 

(770

)

 

 

(730

)

All other discrete items

 

 

200

 

 

 

(472

)

 

 

(150

)

Non-GAAP provision for income taxes

 

$

93

 

 

$

1,851

 

 

$

1,241

 

Non-GAAP ETR

 

 

9.4

%

 

 

21.4

%

 

 

19.8

%

 

 

 

 

 

 

 

 

 

 

GAAP net (loss) income

 

$

(2,642

)

 

$

4,276

 

 

$

2,322

 

Share-based compensation expense

 

 

3,062

 

 

 

2,875

 

 

 

2,517

 

Amortization of capitalized software costs

 

 

648

 

 

 

599

 

 

 

370

 

Amortization of acquired intangibles

 

 

375

 

 

 

374

 

 

 

419

 

Restructuring and other nonrecurring expenses

 

 

256

 

 

 

 

 

 

343

 

Non-GAAP adjustments to tax

 

 

71

 

 

 

(544

)

 

 

(204

)

Tax effect of Non-GAAP adjustments

 

 

(868

)

 

 

(770

)

 

 

(730

)

Non-GAAP net income

 

$

902

 

 

$

6,811

 

 

$

5,037

 

Non-GAAP fully weighted basic shares

 

 

27,603

 

 

 

27,397

 

 

 

26,964

 

Non-GAAP fully weighted diluted shares

 

 

28,279

 

 

 

28,314

 

 

 

27,586

 

Non-GAAP net income per Non-GAAP basic share

 

$

0.03

 

 

$

0.25

 

 

$

0.19

 

Non-GAAP net income per Non-GAAP diluted share

 

$

0.03

 

 

$

0.24

 

 

$

0.18

 

Certain revisions were made within operating expenses in prior periods to conform to the current period. These revisions had no impact to operating income.

 


###

Investor Inquiries:

Peter Schuman, IRC

Vice President Investor & Industry Analyst Relations

Cambium Networks

+1 (847) 264-2188

peter.schuman@cambiumnetworks.com