Cambium Networks(CMBM) - 2025 Q2 - Quarterly Results

FORM 8-K Filing Information This section provides administrative details of the Form 8-K filing, including registrant information and the earliest event reported date Registrant and Filing Details This section details the registrant's name, incorporation jurisdiction, address, and the earliest event date reported for the Form 8-K filing - Registrant: CAMBIUM NETWORKS CORPORATION, incorporated in Cayman Islands[2] - Date of Report (Date of earliest event reported): August 07, 2025[2] Securities Registration This part details the securities registered pursuant to Section 12(b) of the Act, identifying the class of shares, trading symbol, and exchange Securities Registered Pursuant to Section 12(b) of the Act | Title of each class | Symbol(s) | Name of each exchange on which registered | | :------------------ | :-------- | :---------------------------------------- | | Ordinary shares, $0.0001 par value | CMBM | Nasdaq Global Market | - The registrant is not an emerging growth company[5] Item 2.02 Results of Operations and Financial Condition This item incorporates by reference information from Item 4.02, indicating the impact of non-reliance on previously issued financial statements Incorporation by Reference This item incorporates by reference information from Item 4.02, highlighting its direct impact on financial condition and results of operations - Information included in Item 4.02 is incorporated by reference[6] Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review This section details the Audit Committee's conclusion of non-reliance on past financial statements due to material errors and the resulting impact on filings Audit Committee's Conclusion and Non-Reliance Periods The Audit Committee concluded that previously issued financial statements and related disclosures for specific periods should no longer be relied upon due to material errors - Audit Committee concluded that previously issued financial statements and related disclosures should no longer be relied upon due to errors[7] Non-Reliance Periods for Financial Statements | Document Type | Period Ended | | :-------------- | :----------- | | Audited Consolidated Financial Statements (Form 10-K) | December 31, 2022 | | Audited Consolidated Financial Statements (Form 10-K) | December 31, 2023 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | March 31, 2023 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | June 30, 2023 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | September 30, 2023 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | March 31, 2024 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | June 30, 2024 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | September 30, 2024 | Impact on Future Filings and Delays The company faces delays in filing its Annual Report on Form 10-K for FY2024 and Quarterly Reports on Form 10-Q for Q1 and Q2 2025 due to extensive review - Company did not file its Annual Report on Form 10-K for FY2024 or Quarterly Report on Form 10-Q for Q1 2025 by due dates[8] - Company will not be able to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025[8] - Filing delays are due to the length of time taken to review the matters described in Item 4.02[8] Nature and Materiality of Identified Errors Material errors primarily relate to variable consideration under ASC 606, stemming from insufficient model design and retrospective analysis, with no willful misconduct found - Material errors identified primarily related to variable consideration (sales returns and customer rebates) under ASC 606[9] - Models used to estimate variable consideration were not designed to sufficiently include readily available information, and retrospective analysis was not sufficiently applied[9] - Errors are quantitatively material, but there is no evidence of willful misconduct[9] Internal Control Weaknesses and Potential for Additional Errors The company's disclosure controls and internal control over financial reporting were ineffective as of September 30, 2024, with ongoing review potentially identifying further errors - Disclosure controls and procedures, including internal control over financial reporting, were ineffective as of September 30, 2024, and continue to be[10] - Management's review is ongoing, and additional material errors or material weaknesses regarding internal control over financial reporting may be identified[10] Engagement with Auditors Management and the Audit Committee have discussed these matters with current and prior auditors to complete the review and necessary financial restatements - Discussions held with Grant Thornton LLP (current auditor) and KPMG LLP (prior auditor)[11] - Company is working with current and prior public accounting firms to complete the review and financial restatements[11] Forward-Looking Statements This section provides a disclaimer regarding forward-looking statements, highlighting inherent risks and the company's limited obligation to update them Disclaimer and Risk Factors This section provides a standard disclaimer regarding forward-looking statements, emphasizing that they are subject to substantial risks and uncertainties, with no intent to update unless legally required - Report contains forward-looking statements subject to risks and uncertainties outside the company's control[12] - Risks include the ongoing investigation identifying additional errors and the costly, time-consuming nature of restating financial statements[12] - The company assumes no obligation and does not intend to update these forward-looking statements, except as required by law[12] Item 9.01 Financial Statements and Exhibits This item lists the exhibits filed as part of the Form 8-K, specifically the Cover Page Interactive Data File Exhibits Filed This item lists the exhibits filed as part of this Form 8-K, specifically identifying the Cover Page Interactive Data File Exhibits Filed | Exhibit No. | Description | | :------------ | :---------- | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | SIGNATURES This section formally concludes the report with the required signatures, confirming authorization by an officer Report Signatures This section formally concludes the report with the required signatures, confirming that the registrant has duly caused the report to be signed on its behalf by an authorized officer - Report signed on August 11, 2025, by Jacob A. Sayer, Chief Financial Officer of Cambium Networks Corporation[17]