UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025.
Commission File Number 001-33129
Allot Ltd.
(Translation of registrant’s name into English)
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form 6-K (this “ Form 6-K”) filed by Allot Ltd. (the “ Company”) consists of the Company’s: (i) condensed
consolidated financial statements for the three months ended March 31, 2025, which are attached hereto as Exhibit 99.1 and are incorporated by
reference herein; and (ii) management’s discussion and analysis of financial condition and results of operations for the three months ended March 31,
2025, which is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
This Form 6-K, including its exhibits, is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-264202 and
333-286174) filed with the U.S. Securities and Exchange Commission (the “ SEC”) on April 8, 2022 and March 27, 2025, respectively, and Form S-8 (File
Nos. 333-140701, 333-149237, 333-159306, 333-165144, 333-172492, 333-180770, 333-187406, 333-194833, 333-203028, 333-210420, 333-216893,
333-223838, 333-230391, 333-237405, 333-254298, 333-263767, 333-270903, 333-278607 and 333-285268) filed with the SEC on February 14, 2007,
February 14, 2008, May 18, 2009, March 2, 2010, February 28, 2011, April 17, 2012, March 21, 2013, March 27, 2014, March 26, 2015, March 28, 2016,
March 23, 2017, March 22, 2018, March 19, 2019, March 26, 2020, March 15, 2021, March 22, 2022, March 28, 2023, April 10, 2024 and February 26,
2025, respectively.
1
EXHIBIT INDEX
Exhibit No.
Exhibit
99.1
Condensed consolidated financial statements of Allot Ltd. and its subsidiaries for the three-months ended March 31, 2025 .
99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three-months ended March 31, 2025 .
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
2
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, thereunto duly authorized.
Allot Ltd.
June 24, 2025
By:
/s/ Liat Nahum
Liat Nahum
Chief Financial Officer
3
Exhibit 99.1
ALLOT LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2025
U.S. DOLLARS IN THOUSANDS
ALLOT LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AS OF MARCH 31, 2025
U.S. DOLLARS IN THOUSANDS
INDEX
Page
Condensed Consolidated Balance Sheets
3-4
Condensed Consolidated Statements of Comprehensive Loss
5
Condensed Consolidated Statements of Changes in Shareholders’ Equity
6
Condensed Consolidated Statements of Cash Flows
7-8
Notes to Condensed Consolidated Financial Statements
9-20
- - - - - - - -
- 2 -
ALLOT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands
March 31,
December 31,
2025
2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
10,061 $
16,142
Restricted deposits
584
904
Short-term bank deposits
16,700
15,250
Available-for-sale marketable securities
33,372
26,470
Trade receivables, net (net of allowance for credit losses $ 22,324 and $25,306 on March 31, 2025 and December
31, 2024, respectively)
19,234
16,482
Other receivables and prepaid expenses
5,983
6,317
Inventories
8,193
8,611
Total current assets
94,127
90,176
NON-CURRENT ASSETS:
Severance pay fund
456
464
Restricted deposit
296
279
Operating lease right-of-use assets
6,366
6,741
Other assets
564
2,151
Property and equipment, net
6,550
7,692
Intangible assets, net
153
305
Goodwill
31,833
31,833
Total non-current assets
46,218
49,465
Total assets
$
140,345 $
139,641
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 3 -
ALLOT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
March 31,
December 31,
2025
2024
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables
$
1,021 $
946
Employees and payroll accruals
5,995
8,208
Deferred revenues
20,013
17,054
Short-term operating lease liabilities
1,062
562
Other payables and accrued expenses
9,786
9,200
Total current liabilities
37,877
35,970
LONG-TERM LIABILITIES:
Deferred revenues
6,440
7,136
Long-term operating lease liabilities
5,093
5,807
Accrued severance pay
934
946
Convertible debt
40,000
39,973
Total long-term liabilities
52,467
53,862
SHAREHOLDERS’ EQUITY:
Share capital - Ordinary shares of NIS 0.1 par value - Authorized: 200,000,000 shares at March 31, 2025, and
December 31, 2024; Issued: 40,560,391 and 40,346,993 shares at March 31, 2025 and December 31, 2024,
respectively; Outstanding: 39,744,391 and 39,530,993 shares at March 31, 2025 and December 31, 2024,
respectively.
1,018
1,012
Additional paid-in capital
319,351
318,138
Treasury share at cost - 816,000 shares at March 31, 2025 and December 31, 2024.
(3,998)
(3,998)
Accumulated other comprehensive income
(338)
357
Accumulated deficit
(266,032)
(265,700)
Total shareholders’ equity
50,001
49,809
Total liabilities and shareholders’ equity
$
140,345 $
139,641
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 4 -
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
Three Months Ended
March 31,
2025
2024
Revenues
Products
$
6,465 $
7,400
Services
16,685
14,490
Total revenues
23,150
21,890
Cost of revenues:
Products
3,317
3,013
Services
3,786
3,779
Total cost of revenues
7,103
6,792
Gross profit
16,047
15,098
Operating expenses:
Research and development (net of grant participations of $ 10 and $ 144 for the three months ended March 31,
2025, and 2024, respectively)
5,991
7,149
Sales and marketing
7,338
7,790
General and administrative
3,427
2,902
Total operating expenses
16,756
17,841
Operating loss
(709)
(2,743)
Financial income, net
673
540
Loss before income tax expense
(36)
(2,203)
Income tax expense
296
307
Net loss
$
(332) $
(2,510)
Net loss per share:
Basic and diluted
$
(0.01) $
(0.07)
Weighted average number of shares used in per share computations of net loss:
Basic and diluted
39,620,521
38,411,724
Unrealized loss on available-for-sale marketable securities
(21)
(13)
Total comprehensive loss from available-for-sale marketable securities
(21)
(13)
Unrealized loss on foreign currency cash flow hedges transactions
(554)
(234)
Net amount reclassified to earnings from hedging transactions
(120)
(122)
Total comprehensive loss from hedge transactions
(674)
(356)
Total other comprehensive loss
(695)
(369)
Total comprehensive loss
(1,027)
(2,879)
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 5 -
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands, except share data
Ordinary shares
Additional
Accumulated
other
Total
Outstanding
shares
Amount
paid-in
capital
Treasury
share
comprehensive
income (loss)
Accumulated
deficit
shareholders’
equity
Balance as of January 1, 2025
39,530,993
1,012
318,138
(3,998)
357
(265,700)
49,809
Exercise of share options and
restricted share units
213,398
6
232
-
-
-
238
Share-based compensation
-
-
981
-
-
-
981
Other comprehensive loss
-
-
-
-
(695)
-
(695)
Net loss
-
-
-
-
-
(332)
(332)
Balance as of March 31, 2025
39,744,391
1,018
319,351
(3,998)
(338)
(266,032)
50,001
Balance as of January 1, 2024
38,376,939
981
312,128
(3,998)
483
(259,831)
49,763
Exercise of share options and
restricted share units
64,833
1
-
-
-
-
1
Share-based compensation
-
-
1,360
-
-
-
1,360
Other comprehensive loss
-
-
-
-
(369)
-
(369)
Net loss
-
-
-
-
-
(2,510)
(2,510)
Balance as of March 31, 2024
38,441,772
982
313,488
(3,998)
114
(262,341)
48,245
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 6 -
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
Three Months Ended
March 31,
2025
2024
Cash flows from operating activities:
Net loss
$
(332) $
(2,510)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and impairment
1,167
1,215
Share-based compensation
981
1,360
Amortization of intangible assets
152
152
Capital loss
255
-
Amortization of issuance costs of Convertible debt
27
50
Changes in operating assets and liabilities:
Decrease in accrued severance pay, net
(4)
(58)
Decrease in other assets, other receivables and prepaid expenses
1,424
717
Increase in accrued interest and amortization of premium on available-for-sale marketable securities
(341)
(372)
Decrease in operating lease right-of-use asset
304
552
Decrease in operating leases liability
(143)
(459)
Increase in trade receivables
(2,752)
(191)
Decrease in inventories
418
167
Increase (Decrease) in trade payables
75
(262)
Decrease in employees and payroll accruals
(2,212)
(3,486)
Increase in deferred revenues
2,263
1,370
Decrease (Increase) in other payables and accrued expenses
403
(554)
Net cash provided by (used in) operating activities
1,685
(2,309)
Cash flows from investing activities:
Decrease in restricted deposits
303
704
Investment in short-term bank deposits
(8,700)
-
Withdrawal in short-term bank deposits
7,250
10,000
Purchase of property and equipment
(281)
(429)
Investment in available-for sale marketable securities
(28,976)
(24,275)
Proceeds from maturity of available-for-sale marketable securities
22,400
24,835
Net cash provided by (used in) investing activities
(8,004)
10,835
- 7 -
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
Three Months Ended
March 31,
2025
2024
Cash flows from financing activities:
Proceeds from exercise of share options
238
-
Net cash provided by financing activities
238
-
Increase (decrease) in cash and cash equivalents
(6,081)
8,526
Cash and cash equivalents at the beginning of the period
16,142
14,192
Cash and cash equivalents at the end of the period
$
10,061 $
22,718
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 8 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 1: - ORGANIZATION AND DESCRIPTION OF BUSINESS
Allot Ltd. (the “Company”) was incorporated in November 1996 under the laws of the State of Israel. The Company is engaged in developing,
selling and marketing of leading innovative network intelligence (“Allot Smart”) and security solutions (“Allot Secure”) for mobile and fixed service
providers as well as enterprises worldwide.
NOTE 2: - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission
(“SEC”) regarding interim financial reporting, and include the accounts of Allot Ltd. and its wholly owned subsidiaries. All intercompany balances
and transactions have been eliminated in consolidation.
The condensed consolidated balance sheet as of December 31, 2024, was derived from the audited consolidated financial statements as of that
date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and
note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to
such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2024, included in the
Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 27, 2025.
In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual
consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation
of the Company’s financial position as of March 31, 2025 and the Company’s condensed consolidated results of operations, shareholders’
equity, and cash flows for the three months ended March 31, 2025 and 2024. The results for the three months ended March 31, 2025 are not
necessarily indicative of the results to be expected for the full year ending December 31, 2025 or any other future interim or annual period.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and
assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon
information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those estimates.
- 9 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 2: - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Revenues
During the three months ended March 31, 2024 and 2025, the Company recognized revenue of approximately $ 4,141 and $7,125, respectively,
which was included in the deferred revenue balances at the beginning of each respective period.
The portion of the transaction price allocated to remaining performance obligations represents contracts that have not yet been recognized that
include deferred revenue and amounts not yet received that will be recognized as revenue in future periods. As of March 31, 2025, the
aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize is $ 64,840 of
which approximately $ 48,560 is estimated to be recognized within the next twelve months and approximately $ 16,280 is estimated to be
recognized after the next twelve months. Excluding variable considerations related to base fee from SECaaS.
Significant Accounting Policies
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income -
Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This ASU requires to disclose disaggregated information
about certain income statement expense line items. Entities are required to disclose purchases of inventory, employee compensation,
depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. Specified expenses,
gains or losses that are already disclosed under existing US GAAP are required to be included in the disaggregated income statement expense
line-item disclosures, and any remaining amounts need to be described qualitatively. Separate disclosures of total selling expenses and an
entity’s definition of those expenses are also required. This ASU is effective for fiscal years beginning after December 15, 2026, and interim
periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of
the adoption of this standard on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public
entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid
disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The
Company is currently evaluating the impact of adopting ASU 2023-09.
- 10 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 3: - AVAILABLE-FOR-SALE MARKETABLE SECURITIES
The following is a summary of available-for-sale marketable securities:
March 31, 2025
December 31, 2024
Amortized
cost
Gross
unrealized
gain
Gross
unrealized
loss
Fair
Value
Amortized
cost
Gross
unrealized
gain
Gross
unrealized
loss
Fair
value
Available-for-sale - matures
within one year:
US Governmental
debentures
33,372
-
-
33,372
26,455
15
-
26,470
Corporate debentures
-
-
-
-
-
-
-
-
33,372
-
-
33,372
26,455
15
-
26,470
Available-for-sale - matures
after one year through three
years:
US Governmental
debentures
-
-
-
-
-
-
-
-
Corporate debentures
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
33,372 $
- $
- $
33,372 $
26,455 $
15 $
- $
26,470
As of March 31, 2025 and December 31, 2024, the Company had no investments with a significant unrealized loss for more than 12 months.
As of March 31, 2025 and December 31, 2024, no credit loss impairment was recorded regarding the available for sale marketable securities.
NOTE 4: - FAIR VALUE MEASUREMENTS
In accordance with ASC No. 820, the Company measures its marketable securities and foreign currency derivative instruments at fair value.
Cash equivalents and available-for-sale marketable securities are classified within Level 1 or Level 2. This is because these assets are valued
using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
As of March 31, 2025 and December 31, 2024, the Company did not have any assets or liabilities valued based on Level 3 valuations.
- 11 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 4: - FAIR VALUE MEASUREMENTS (Cont.)
The Company’s financial net assets measured at fair value on a recurring basis, including accrued interest components, consisted of the
following types of instruments as of March 31, 2025, and December 31, 2024, respectively:
As of March 31, 2025
Fair value measurements using input type
Level 1
Level 2
Level 3
Total
Assets:
Available-for-sale marketable securities
$
- $
33,372 $
- $
33,372
Foreign currency derivative contracts
-
156
-
156
Liabilities:
Foreign currency derivative contracts
-
(402)
-
(402)
Total financial net assets
$
- $
33,126 $
- $
33,126
As of December 31, 2024
Fair value measurements using input type
Level 1
Level 2
Level 3
Total
Assets:
Available-for-sale marketable securities
$
- $
26,470 $
- $
26,470
Foreign currency derivative contracts
-
584
-
584
Liabilities:
Foreign currency derivative contracts
-
(224)
-
(224)
Total financial net assets
$
- $
26,830 $
- $
26,830
NOTE 5: - DERIVATIVE INSTRUMENTS
The Company enters into hedge transactions with a major financial institution, using derivative instruments, primarily forward contracts and
options to purchase and sell foreign currencies, in order to reduce the net currency exposure associated with anticipated expenses (primarily
salaries and related expenses that are designated as cash flow hedges) and trade receivables denominated in currencies other than U.S. dollar.
The Company currently hedges such future exposures for a maximum period of two years. However, the Company may choose not to hedge
certain foreign currency exchange exposures for a variety of reasons, including but not limited to immateriality, accounting considerations and the
prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial
impact resulting from movements in foreign currency exchange rates.
- 12 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 5: - DERIVATIVE INSTRUMENTS (Cont.)
The Company records all derivatives on the consolidated balance sheets at fair value in accordance with ASC No. 820 at Level 2. Cash flow
hedges are recorded in other comprehensive income (loss) until the hedged item is recognized in earnings. The Company does not enter into
derivative transactions for trading purposes. The impact of the ineffective hedge transactions on the net income (loss) for the three months
ended March 31, 2025 and 2024, was $593 and $(188), respectively.
The Company had a net unrealized gain (loss) associated with cash flow hedges of $ ( 334) and $125 recorded in other comprehensive gain
(loss) as of the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, and December 31, 2024, the Company had
outstanding hedge transactions in the net amount of $ 28,515 and $ 30,354, respectively.
The notional amounts of outstanding foreign currency contracts in U.S. dollar as of the periods presented were as follows:
March 31,
December 31,
2025
2024
Derivatives Designated as Hedging Instruments
Foreign currency contracts
$
(334) $
342
Derivatives Not Designated as Hedging Instruments
Foreign currency contracts
88
18
Total derivative instruments
$
(246) $
360
Gain or loss on the derivative instruments, which partially offset the foreign currency impact from the underlying exposures, reclassified from
other comprehensive profit (loss) to cost of revenues for the three months ended March 31, 2025 and 2024 were $ 120 and $122 respectively.
The amount reclassified from other comprehensive profit (loss) to operating expenses for the three months ended March 31, 2025 and 2024
were $ 98 and $ 102, respectively.
The amount reclassified from other comprehensive profit (loss) to Sales and marketing expenses for the three months ended March 31, 2025
and 2024 were $ 29 and $ 27, respectively.
The amount reclassified from other comprehensive profit (loss) to General and administrative expenses for the three months ended March 31,
2025 and 2024 were $ 23 and $ 23, respectively.
The amount reclassified from other comprehensive profit (loss) to Research and development expenses for the three months ended March 31,
2025 and 2024 were $ 46 and $ 52, respectively.
- 13 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 5: - DERIVATIVE INSTRUMENTS (Cont.)
Non-designated hedges:
The Company also uses foreign currency forward contracts to mitigate variability in gains and losses generated from the re-measurement of
certain monetary assets and liabilities denominated in foreign currencies. These derivatives do not qualify for special hedge accounting
treatment. These derivatives are carried at fair value with changes recorded in financial income, net. Changes in the fair value of these
derivatives are largely offset by the re-measurement of the underlying assets and liabilities. The derivatives have maturities of up to twelve
months.
As of March 31 2025 and 2024, the Company’s outstanding non-hedge transactions were $ 11,435 and $ 8,032, respectively.
The fair value of the outstanding non-designated foreign exchange contracts recorded by the Company on its consolidated balance sheets as of
March 31, 2025 and December 31, 2024, as assets and liabilities are as follows:
March 31,
December 31,
Foreign exchange forward and options contracts
Balance sheet
2025
2024
Fair value of foreign exchange non-designated hedge transactions
Other receivables and prepaid
expenses
$
88 $
18
Fair value of foreign exchange non-designated hedge transactions
Other payables and accrued
expenses
-
-
Total derivatives non-designated as hedging instruments
$
88 $
18
NOTE 6: - INVENTORIES
March 31,
December 31,
2025
2024
Raw materials
$
416 $
650
Finished goods
7,777
7,961
$
8,193 $
8,611
As of March 31, 2025 and December 31, 2024 , the finished products line item above includes deferral of the cost of goods sold for which
revenue was not yet recognized in the amount of approximately $ 3,900 and $ 3,046 respectively.
- 14 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 7: - PROPERTY AND EQUIPMENT, NET
March 31,
December 31,
2025
2024
Cost:
Lab equipment
$
13,058 $
13,011
Computers and peripheral equipment
12,152
12,058
Office furniture and equipment
1,304
1,431
Leasehold improvements
2,431
3,094
SECaaS equipment
7,598
7,476
36,543
37,070
Accumulated depreciation:
Lab equipment
11,217
10,944
Computers and peripheral equipment
11,109
10,778
Office furniture and equipment
551
588
Leasehold improvements
1,499
1,941
SECaaS equipment
5,617
5,127
29,993
29,378
Depreciated cost
$
6,550 $
7,692
Depreciation expenses for the three months ended March 31, 2025 and 2024 was $ 1,167 and $ 1,215 and respectively.
NOTE 8: - INTANGIBLE ASSETS, NET
a.
The following table shows the Company’s intangible assets for the periods presented
March 31,
December 31,
2025
2024
Original Cost:
Technology
$
10,113 $
10,113
Backlog
1,877
1,877
Customer relationships
3,592
3,592
Software license
1,651
1,651
IP R&D
3,659
3,659
$
20,892 $
20,892
Accumulated amortization:
Technology
$
10,113 $
10,113
Backlog
1,877
1,877
Customer relationships
3,592
3,592
Software license
1,651
1,651
IP R&D
3,506
3,354
$
20,739 $
20,587
Amortized cost
$
153 $
305
- 15 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 8: - INTANGIBLE ASSETS, NET (Cont.)
b.
Amortization expense for the three months ended March 31 and 2025 and 2024, was $ 152 in each period.
c.
Estimated amortization expense for the years ending:
Year ending December 31,
2025 (Remainder)
153
Total
$
153
NOTE 9: - COMMITMENTS AND CONTINGENT LIABILITIES
a.
Liens and guarantees:
As of March 31, 2025, the Company has provided bank guarantees in respect of performance obligation to customers in an aggregate
amount of approximately $ 463, in addition to bank guarantees in favor of leases agreements in an aggregate amount of approximately $
417.
b.
Litigations:
On November 2, 2021 two founders and six employees of Netonomy Ltd., a company acquired by Allot in January, 2018, filed a civil claim
against Allot (the “plaintiffs”), alleging that Allot breached certain clauses of the share acquisition agreement claiming damages in the
amount of app. $ 834. Allot has filed its defense statement refuting all claims and denying any breach and obligation to compensate. On
March 6, 2023 the Company signed a settlement agreement with the two founders in which the Company will be pay both founders an
amount of $ 260 and the founders will waive their claim.
There are ongoing legal proceedings against the rest. As of March 31, 2025, the results of this claim cannot be estimated.
NOTE 10: - SHAREHOLDERS’ EQUITY
a.
Company’s shares:
As of March 31, 2025, the Company’s authorized share capital consists of NIS 20,000,000 divided into 200,000,000 Ordinary Shares, par
value NIS 0.1 per share. Ordinary Shares confer on their holders the right to receive notice to participate and vote in general meetings of the
Company, the right to a share in the excess of assets upon liquidation of the Company, and the right to receive dividends if declared.
- 16 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 10: - SHAREHOLDERS’ EQUITY (Cont.)
b.
Share option plan:
A summary of the Company’s share option activity, pertaining to its option plans for employees and related information is as follows:
Option Outstanding
Number of
shares
upon
exercise
Weighted
average
exercise
price
Balance as of December 31, 2024
60,000 $
5.94
Forfeited
-
-
Exercised
(40,000) $
5.94
Balance as of March 31, 2025
20,000 $
5.94
Exercisable at end of year
20,000 $
5.94
The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing share price on the last
trading day of the three months ended March 31, 2025 and the exercise price, multiplied by the number of in-the-money options) that would
have been received by the option holders if all option holders exercised their options on March 31, 2025. This amount may change based on
the fair market value of the Company’s share. The total intrinsic value of options outstanding as of March 31, 2025, was $ 0.
The total intrinsic value of exercisable options as of March 31, 2025 was approximately $ 81. The total intrinsic value of options vested and
expected to vest as of March 31, 2025, is $ 0.
The total intrinsic value (the difference between the Company’s closing share price on the exercise date and the exercise price) of options
exercised during the three months ended March 31, 2025 was approximately $ 81. The number of options vested during the three months
ended December 31, 2025, was 40,000. The weighted-average remaining contractual life of the outstanding options as of March 31, 2025 is
0.44 years. The weighted-average remaining contractual life of exercisable options as of March 31, 2025 is 0.44 years.
The following provides a summary of the restricted share unit activity for the Company for the three months ended March 31, 2025:
RSUs
Number of
shares
upon
exercise
Weighted
average
share
price
Outstanding at beginning of year
3,047,441 $
2.69
Granted
922,688 $
6.61
Vested
(173,398) $
7.74
Forfeited
(92,670) $
6.38
Unvested at end of year
3,704,061 $
3.69
- 17 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 10: - SHAREHOLDERS’ EQUITY (Cont.)
As of March 31, 2025, $ 10,054 unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average
vesting period of 2.09 years.
Under the terms of the above option plans, options may be granted to employees, officers, directors and various service providers of the
Company and its subsidiaries. The options vest over a four-year period, subject to the continued employment of the employee. The options
generally expire no later than ten years from the date of the grant. The exercise price of the options at the date of grant under the plans may
not be less than the nominal value of the shares into which such options are exercised, any options, which are forfeited or cancelled before
expiration, become available for future grants. As of March 31, 2025, 566,962 Ordinary shares are available for future issuance under the
option plans.
The Company granted 922,688 and 1,510,000 RSUs in the three months ended March 31, 2025, and 2024, respectively, under the 2016
option plan. RSUs vest over a period of between one year to four years, subject to the continued employment of the employee. RSUs that
are cancelled or forfeited become available for future grants.
NOTE 11: - TAXES ON INCOME
The Company’s quarterly tax provision and estimates of its annual effective tax rate are subject to variation due to several factors, including
variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, tax law developments, non-deductible expenses,
excess tax benefits from share-based compensation awards, and changes in its valuation allowance. Income tax expenses were $ 296 and $307
for the three months ended March 31, 2025 and 2024, respectively.
NOTE 12: - GEOGRAPHIC AND SEGMENT INFORMATION
The Company identifies operating segments in accordance with ASC Topic 280, “Segment Reporting” as components of an entity for which
discrete financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”), or decision-making group, in
making decisions regarding resource allocation and evaluating financial performance. Our Chief Executive Officer is our chief operating decision
maker who evaluates performance and makes operating decisions about allocating resources based on consolidated financial data. Our CODM
uses consolidated net income to measure segment profit or loss, to allocate resources and assess performance. Further, the CODM reviews and
utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the
consolidated level to manage the Company’s operations, evaluate return on total assets in deciding whether to invest in the development and
expansion of our consolidated operations or into strategic transactions, such as acquisitions and capital repurchases.
- 18 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 12: - GEOGRAPHIC AND SEGMENT INFORMATION (Cont.)
Allot operates in a single reportable segment. Revenues are based on the location of the Company’s channel partners which are considered as
end customers, as well as direct customers of the Company:
Three months ended
March 31,
2025
2024
Europe
$
12,213 $
10,206
Asia and Oceania
3,740
5,128
Americas
2,639
4,286
Middle East and Africa
4,558
2,270
$
23,150 $
21,890
The following table sets forth the customers that represented 10% or more of the Company’s total revenues in each of the periods set forth
below:
Three months ended
March 31,
2025
2024
1st Customer
14%
-
2nd Customer
11%
-
25%
-
A total percentage of 60% and 64% of the Company’s revenues for the three months ended March 31, 2025 and 2024, respectively are
attributed to network intelligence solutions, while 40% and 36% are attributed to security solutions for the three months ended March 31, 2025
and 2024, respectively.
The following presents total long-lived assets as of March 31, 2025 December 31, 2024:
March 31,
December 31,
2025
2024
Israel
$
12,270 $
13,577
Other
646
856
$
12,916 $
14,433
- 19 -
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 13: - RELATED PARTIES BALANCES AND TRANSACTIONS
Lynrock Lake Master Fund LP (“Lynrock”) is a Major Sharholder of the Company’s ordinary shares as of March 31, 2025 and December 31, 2024
. As of March 31, 2025 , the Company had an outstanding senior unsecured promissory note in an aggregate principal amount of $ 40,000 (the
“Note”) issued to Linrock, see note 14 below. The Company recorded amortization expenses related to the issuance costs of the notes during the
three months ended March 31, 2025, and the year ended December 31, 2024, in amounts of $ 27 and $ 200, respectively.
In addition, as of March 31, 2025 and December 31, 2024, the Company had Convertible debt balances due to its Note in amounts of
approximately $ 40,000 and $ 39,973, respectively.
NOTE 14: - CONVERTIBLE NOTES
On February 14, 2022, the Company issued to Lynrock Lake Master Fund LP a senior unsecured promissory note in an aggregate principal
amount of $40,000 (the “Note”). The Note is convertible into the company’s ordinary shares atan initial conversion rate of 97.0874 ordinary
shares per $1,000 of the principal amount being converted (based on an initial conversion price equal to $10.30 per ordinary share). The
conversion price decreases by up to two $1 increments if the company elects to extend the maturity of the Note by up to two successive years
following the initial maturity date of February 14, 2025. On November 4, 2024, the Company notified Lynrock Lake Master Fund LP extending the
maturity till February 14, 2026
In event of a change of control (as defined in the note), the holder of the note has the right to require the company to convert all or a portion of
the note to ordinary shares or redeem all (but not less than all) of the outstanding principal amount of the note.
In the event of such a conversion or redemption in connection with a change in control, the company will also be required to pay the holder an
amount in cash equal to 6% per annum on the then-outstanding principal amount of the note from the date of such conversion or redemption
trough the maturity date, as it may have been extended.
The Convertible Notes consisted of the following as of March 31, 2025:
March 31,
2025
Liability:
Principal
$
40,000
Unamortized issuance costs
-
Net carrying amount
$
40,000
As of the issuing date, the company recorded the issuance costs related to the Note in amount of $ 596 as a deduction of the liability which
amortized over 3 years with an annual effective interest rate of the net liability is 0.14%.
The company recorded amortization expenses related to the issuance costs during the three months ended March 31, 2025, and 2024 in the
amounts of $ 27 and $ 50, respectively.
- 20 -
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This operating and financial review and prospects provides information that we believe to be relevant to an assessment and understanding of our
results of operations and financial condition for the period described. This discussion should be read in conjunction with our consolidated interim financial
statements and the notes to the financial statements for the three months ended March 31, 2025, furnished with our Report of Foreign Private Issuer on
Form 6-K. In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year
ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025 (our “Annual Report”), including the
consolidated annual financial statements as of December 31, 2024 and their accompanying notes included therein and “Item 5. Operating and Financial
Review and Prospects.”
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This discussion
contains forward-looking statements that are subject to known and unknown risks and uncertainties. As a result of many factors, such as those set forth
under “ITEM 3.D: Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of our Annual Report, our actual results may differ
materially from those anticipated in these forward-looking statements.
Key Components of Results of Operations
Revenues
We generate revenues from two sources: (1) sales of our network traffic management systems, our network management application solutions
and platforms, and our security solution to telecom providers and (2) the provision of maintenance and support services and professional services,
including installation and training. We generally provide maintenance and support services pursuant to a maintenance and support program, which may
be purchased by customers at the time of product purchase or on a renewal basis.
We recognize revenue under the core principle that transfer of control of our products or services to our customers should be reflected by an
amount that represents the consideration we expect to receive in revenue. As such, we identify a contract with a customer, identify the performance
obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize
revenues when (or as) we satisfy each performance obligation. Apart from our Security-as-a-Service deals, we typically grant a one-year hardware and
three-month software warranty on all of our products, or one-year hardware and software warranty to customers that purchase annual maintenance and
support. As part of our Security-as-a-Service offering, the maintenance and support services are inherent to the security service fee. Typically, our
support contracts with our customers provide hot line support, warranty, and software updates and upgrades if and when available. We record a
provision for warranty at the time the product’s revenue is recognized. We estimate the liability of possible warranty claims based on our historical
experience. Warranty claims have to date been immaterial to our results of operations. Maintenance and support revenues are recognized on a straight-
line basis over the term of the applicable maintenance and support agreement.
Comparison of Period to Period Results of Operations
The following table sets forth our results of operations in dollars and as a percentage of revenues for the periods indicated:
Three Months Ended
March 31,
(In USD thousands)
2025
2024
Revenues
Products
6,465
7,400
Services
16,685
14,490
Total revenues
23,150
21,890
Cost of revenues:
Products
3,317
3,013
Services
3,786
3,779
Total cost of revenues
7,103
6,792
Gross profit
16,047
15,098
Operating expenses:
Research and development (net of grant participations of $ 10 and $ 144 for the three months ended March 31,
2025, and 2024, respectively)
5,991
7,149
Sales and marketing
7,338
7,790
General and administrative
3,427
2,902
Total operating expenses
16,756
17,841
Operating loss
(709)
(2,743)
Financial income, net
673
540
Loss before income tax expense
(36)
(2,203)
Income tax expense
296
307
Net loss
(332)
(2,510)
Products. Product revenues decreased by $0.9 million, or 12.6%, to $6.5 million in the three months ended March 31, 2025 from $7.4 million in
the three months ended March 31, 2024. The decrease in product revenues is primarily attributable to fluctuations in AllotSmart projects completed.
Services. Service revenue includes revenues from professional services, SECaaS and support and maintenance. Service revenues increased by
$2.2 million, or 15.1%, to $16.7 million in the three months ended March 31, 2025, from $14.5 million in the three months ended March 31, 2024. The
increase in service revenues is primarily attributable to an increase in SECaaS revenue and support and maintenance revenue.
Product revenues comprised 27.9% of our total revenues in the three months ended March 31, 2025, a decrease of 5.9% compared to the three
months ended March 31, 2024, while the services revenues portion of total revenues comprised 72.1% of our total revenues in the three months ended
March 31, 2025, an increase of 5.9% compared to the three months ended March 31, 2024.
2
Geographic Breakdown. During the three months ended March 31, 2025, revenues in Europe, the Middle East and Africa (EMEA) increased by
$4.3 million, or 34.4%, to $16.8 million, compared to $12.5 million in the three months ended March 31, 2024. This increase is primarily attributable to an
increase in service revenue. Revenues in Asia Pacific decreased by $1.4 million, or 27.1%, to $3.7 million, compared to $5.1 million in the three months
ended March 31, 2024. Revenues in the Americas decreased by $1.7 million, or 38.4%, to $2.6 million, compared to $4.3 million in the three months
ended March 31, 2024. This decrease was primarily attributable to fluctuations in AllotSmart projects completed offset by increase in SECaaS revenue.
Cost of revenues and gross margin
Our products’ cost of revenues consists primarily of costs of materials, manufacturing services and overhead, warehousing and product testing.
Our services’ cost of revenues consists primarily of salaries and related personnel costs for our customer success staff.
Products. Cost of product revenues increased by $0.3 million, or 10.0%, to $3.3 million in the three months ended March 31, 2025 from $3.0
million in the three months ended March 31, 2024. This increase is primarily attributable to fluctuations in AllotSmart projects completed . Product gross
margin decreased to 48.7% in the three months ended March 31, 2025 from 59.3% in the three months ended March 31, 2024.
Services. Cost of services revenues was $3.8 million for each of the three ended March 31, 2025 and March 31, 2024. Services gross margin
increased to 77.3% in the three months ended March 31, 2025 from 73.9% in the three months ended March 31, 2024. The increase in services gross
margin was mainly attributed to an increase in service revenue and a cost reduction process done during 2024 to align cost structure.
Total gross margin for the three months ended March 31, 2025 increased to 69.3%, compared to 69.0% for the three months ended March 31,
2024. The increase in gross margin is attributable to a change in our mix of services and products.
Operating expenses
Research and development. Our research and development expenses consist primarily of salaries and related personnel costs, costs for
subcontractor services, depreciation, rent and costs of materials consumed in connection with the design and development of our products. We expense
all of our research and development costs as they are incurred. Our net research and development expenses are comprised of gross research and
development expenses offset by financing through grants from the Israel Innovation Authority and Spain Tax Authority. Such participation grants are
recognized at the time at which we are entitled to such grants on the basis of the costs incurred and included as a deduction of research and
development expenses. We believe that significant investment in research and development, including hiring high quality research and development
personnel, is essential to our future success.
Net research and development expenses decreased by $1.1 million, or 16.2%, to $6.0 million in the three months ended March 31, 2025, from
$7.1 million in the three months ended March 31, 2024. This decrease is primarily attributable to a reduction in workforce and strategic organizational
changes done at the company. Net research and development expenses as a percentage of total revenues decreased to 25.9% in the three months
ended March 31, 2025 from 32.7% in the three months ended March 31, 2024.
Sales and marketing. Our sales and marketing expenses consist primarily of salaries and related personnel costs, travel expenses, costs
associated with promotional activities such as public relations, conventions and exhibitions, rental expenses, depreciation and commissions paid to third
parties, promote our brand, establish new marketing channels and expand our presence worldwide.
Sales and marketing expenses decreased by $0.5 million, or 5.8%, to $7.3 million in the three months ended March 31, 2025 from $7.8 million in
the three months ended March 31, 2024. This decrease is primarily attributable to a reduction in workforce and organizational change done in the sales
structure. Sales and marketing expenses as a percentage of total revenues decreased to 31.7% in the three months ended March 31, 2025, from 35.6%
in the three months ended March 31, 2024.
3
General and administrative. Our general and administrative expenses consist of salaries and related personnel costs, rental expenses, costs for
professional services, credit loss expenses and depreciation. General and administrative expenses also include costs associated with corporate
governance, VAT and other tax expenses and regulatory compliance, compliance with the rules implemented by the SEC, the Nasdaq Stock Market and
the Tel Aviv Stock Exchange and premiums for our director and officer liability insurance.
General and administrative expenses increased by $0.5 million, or 18.1%, to $3.4 million in the three months ended March 31, 2025, from $2.9
million in the three months ended March 31, 2024.This increase is primarily driven by one-time costs associated with the downsizing of office space.
General and administrative expenses as a percentage of total revenues increased to 14.8% in the three months ended March 31, 2025, from 13.3% in
the three months ended March 31, 2024.
Financial and other income, net. In the three months ended March 31, 2025, we had $0.7 million financial and other income, net. In the three
months ended March 31, 2024, we had $0.5 million financial income, net. The change in 2025 was mainly attributed to an increase in interest income.
Income tax expense. In each of the three months ended March 31, 2025, and March 31, 2024, we had $0.3 million income tax expense.
Liquidity and Capital Resources
As of March 31, 2025, we had $10.1 million in cash and cash equivalents, $33.4 million available for sale marketable securities, $16.7 million in
short-term bank deposits and $0.6 million in short-term restricted deposits. As of March 31, 2025, our working capital, which we calculate by subtracting
our current liabilities from our current assets, was $56.3 million.
Based on our current business plan, we believe that our existing cash balances will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the next twelve months. If our estimates of revenues, expense or capital or liquidity requirements change or
are inaccurate and are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or arrange additional debt financing. In
addition, we may seek to sell additional equity or arrange debt financing to give us financial flexibility to pursue attractive acquisitions or investment
opportunities that may arise in the future.
Operating activities. Net cash provided by operating activities was $1.7 million for the three months ended March 31, 2025, compared with net
cash used in operating activities of $2.3 million for the three months ended March 31, 2024. The change is primarily attributable to a change in net profit
(loss).
Investing activities. Net cash used in investing activities was $8.0 million for the three months ended March 31, 2025, compared with net cash
provided by investing activities of $10.8 million for the three months ended March 31, 2024. The change is primarily attributable to investment in short-
term bank deposits and marketable securities.
Financing activities. Net cash provided by financing activities was $0.2 million for the three months ended March 31, 2025. There was no
material net cash provided by financing activities in the three months ended March 31, 2024.
4