Audiocodes Ltd. — Earnings Release 2017

Apr 26, 2017

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 of the Securities Exchange Act of 1934

For the Month of April 2017

Commission file number 0-30070

AUDIOCODES LTD. (Translation of registrant's name into English)

1 Hayarden Street • Airport City, Lod 7019900 • ISRAEL (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F _ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On April 26, 2017, AudioCodes Ltd. (the "Registrant") issued a press release announcing financial results for the first quarter of 2017, and other matters. A copy of this press release is attached hereto as Exhibit 1 and incorporated by reference herein.

The information set forth in (a) the first, second, third and sixth paragraphs following the heading "Details" and the two paragraphs following the caption "Share Buy Back Program" of, and (b) the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statement of cash flows contained in, the press release attached as Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into (i) the Registrant's Registration Statement on Form S-8, File No. 333-11894; (ii) the Registrant's Registration Statement on Form S-8, File No. 333-13268; (iii) the Registrant's Registration Statement on Form S-8, File No. 333-105473; (iv) the Registrant's Registration Statement on Form S-8, File No. 333-144825; (v) the Registrant's Registration Statement on Form S-8, File No. 333-160330; (vi) the Registrant's Registration Statement on Form S-8, File No. 333-170676; (vii) the Registrant's Registration Statement on Form S-8, File No. 333-190437; and (viii) the Registrant's Registration Statement on Form S-8, File No. 333- 210438.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AUDIOCODES LTD. (Registrant)

By: /s/ NIRAN BARUCH

Niran Baruch Vice President Finance and Chief Financial Officer

Dated: April 26, 2017

EXHIBIT INDEX 1 Press release, dated April 26, 2017, announcing financial results for the first quarter of 2017, and other matters.

Company Contacts

Niran Baruch, VP Finance & Chief Financial Officer AudioCodes Tel: +972-3-976-4000 niran.baruch@audiocodes.com

Shirley Nakar, Director, Investor Relations AudioCodes Tel: +972-3-976-4000 shirley@audiocodes.com

IR Agency Contact

Philip Carlson KCSA Strategic Communications Tel: +1-212-896-1233 audc@kcsa.com

AudioCodes Reports First Quarter 2017 Results

Lod, Israel – April 26, 2017 -

First Quarter Highlights:

• x Quarterly revenues increased 7.5% year-over-year to \$37.4 million;
• x Quarterly service revenues increased 11.2% year-over-year to \$11.4 million;
• x Revenues related to UC-SIP business increased more than 18% compared to the first quarter of 2016;
• x Quarterly GAAP gross margin was a record 62.4%, Quarterly Non-GAAP gross margin was a record 62.9%;
• x Quarterly GAAP operating margin was 5.3%, Quarterly Non-GAAP operating margin was 7.3%;
• x Quarterly cash flow from operating activities was \$854,000;
• x Quarterly GAAP net income was \$1.3 million, or \$0.04 per diluted share, compared to a GAAP net loss of \$222,000, or \$(0.01) per diluted share, in the prior year period;
• x Quarterly Non-GAAP net income was \$2.5 million, or \$0.07 per diluted share, compared to \$1.6 million, or \$0.04 per diluted share, in the prior year period;
• x AudioCodes repurchased 1.1 million shares of its ordinary shares during the first quarter at an aggregate cost of \$7.3 million.

AudioCodes Reports First Quarter 2017 Results Page 1 of 10

Exhibit 1

Details:

AudioCodes (Nasdaq: AUDC), a leading provider of converged voice solutions that enable enterprises and service providers to transition to all-IP voice networks, today announced financial results for the first quarter ended March 31, 2017.

Revenues for the first quarter of 2017 were \$37.4 million, compared to \$37.8 million for the fourth quarter of 2016 and \$34.8 million for the first quarter of 2016.

Net income was \$1.3 million, or \$0.04 per diluted share, for the first quarter of 2017, compared to a net loss of \$222,000, or (\$0.01) per diluted share, for the first quarter of 2016.

On a Non-GAAP basis, quarterly net income was \$2.5 million, or \$0.07 per diluted share, compared to \$1.6 million, or \$0.04 per diluted share, in the first quarter last year.

Non-GAAP net income excludes: (i) stock-based compensation expenses; (ii) amortization expenses related to intangible assets; (iii) expenses related to deferred payments in connection with the acquisition of Active Communications Europe and (iv) non-cash deferred tax benefit or expenses. A reconciliation of net income (loss) on a GAAP basis to a non-GAAP basis is provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

Net cash provided by operating activities for the first quarter of 2017 totaled \$854,000. Cash and cash equivalents, bank deposits and marketable securities were \$62.8 million as of March 31, 2017 compared to \$69.5 million as of December 31, 2016. The decrease in cash and cash equivalents, long and short-term bank deposits and long and short-term marketable securities was the result of the use of cash for the continued repurchasing of the Company's ordinary shares pursuant to its share repurchase programs.

"We are pleased to report solid financial results for the first quarter of 2017," said Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes. "Our financial performance was in line with our guidance for the full year, and with our strategic plan to grow the UC-SIP business at an annual rate of 15% to 20%."

AudioCodes Reports First Quarter 2017 Results Page 2 of 10

Mr. Adlersberg continued "The global trend of migrating voice services to all-IP, and the continued growth in the unified communications, UCaaS, SIP trunking and contact centers markets have all contributed to our strong business performance. Underlining the strength in our voice networking business, the first quarter of 2017 was the third quarter in a row in which gateway revenues grew, reversing the declining trend of gateway revenues that was experienced in 2015 and the first half of 2016."

"We remain focused on strengthening our strategic partnerships with the market leaders in the Microsoft Skype for business and the UCaaS markets as we continue to win customer opportunities and projects. We also continued to buy back shares in the first quarter to return value to shareholders, as we are confident in the continued strength of our future business opportunities," concluded Mr. Adlersberg.

Share Buy Back Program

During the quarter ended March 31, 2017, AudioCodes acquired 1,105,608 of its ordinary shares under its share repurchase program for a total consideration of approximately \$7.3 million. As of March 31, 2017, AudioCodes had acquired an aggregate of 13.1 million of its ordinary shares since August 2014 for an aggregate consideration of approximately \$61.5 million.

On March 20, 2017, our Board of Directors approved filing a new application with the court in Israel requesting approval for an additional repurchase program for \$15 million of Ordinary Shares. We filed a new application and we are expecting a decision in the coming weeks.

Conference Call & Web Cast Information

AudioCodes will conduct a conference call at 8:00 A.M., Eastern Time today to discuss the Company's first quarter operating performance, financial results and outlook. Interested parties may participate in the conference call by dialing one the following numbers:

United States Participants: +1 877-407-0778

International Participants: +1 201-689-8565

The conference call will also be simultaneously webcast. Investors are invited to listen to the call live via webcast at the AudioCodes investor website at http://www.audiocodes.com/investors-lobby.

AudioCodes Reports First Quarter 2017 Results Page 3 of 10

Follow AudioCodes' social media channels:

AudioCodes invites you to join our online community and follow us on: AudioCodes Voice Blog, LinkedIn, Twitter, Facebook, and YouTube.

To download AudioCodes' investor relations app, which offers access to its SEC filings, press releases, videos, audiocasts and more, please visit Apple's App Store for the iPhone and iPad or Google Play for Android mobile devices.

About AudioCodes

AudioCodes Ltd. (NASDAQ, TASE: AUDC) designs, develops and sells advanced Voice-over-IP (VoIP) and converged VoIP and Data networking products and applications to Service Providers and Enterprises. AudioCodes is a VoIP technology market leader, focused on converged VoIP and data communications, and its products are deployed globally in Broadband, Mobile, Enterprise networks and Cable. The Company provides a range of innovative, cost-effective products including Media Gateways, Multi-Service Business Routers, Session Border Controllers (SBC), Residential Gateways, IP Phones, Media Servers, Value Added Applications and Professional Services. AudioCodes' underlying technology, VoIPerfectHD™, relies on AudioCodes' leadership in DSP, voice coding and voice processing technologies. AudioCodes' High Definition (HD) VoIP technologies and products provide enhanced intelligibility and a better end user communication experience in Voice communications. For more information on AudioCodes, visit http://www.audiocodes.com.

Statements concerning AudioCodes' business outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements'' as that term is defined under U.S. Federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: the effect of global economic conditions in general and conditions in AudioCodes' industry and target markets in particular; shifts in supply and demand; market acceptance of new products and the demand for existing products; the impact of competitive products and pricing on AudioCodes' and its customers' products and markets; timely product and technology development, upgrades and the ability to manage changes in market conditions as needed; possible need for additional financing; the ability to satisfy covenants in the Company's loan agreements; possible disruptions from acquisitions; the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes' business; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

AudioCodes Reports First Quarter 2017 Results Page 4 of 10

©2017 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What's Inside Matters, OSN, SmartTAP, User Management Pack, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, VocaNom, AudioCodes One Voice and CloudBond are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.

AudioCodes Reports First Quarter 2017 Results Page 5 of 10

Summary financial data follows

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	March 31, 2017 (Unaudited)	December 31, 2016 (Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	\$ 17,718	\$ 24,344
Short-term and restricted bank deposits	3,687	3,401
Short-term marketable securities and accrued interest	6,776	6,778
Trade receivables, net	24,392	25,448
Other receivables and prepaid expenses	7,544	3,377
Inventories	16,440	16,333
Total current assets	76,557	79,681
LONG-TERM ASSETS:
Long-term and restricted bank deposits	\$ 5,113	\$ 5,407
Long-term marketable securities	29,484	29,540
Deferred tax assets	11,005	11,607
Severance pay funds	19,408	17,820
Total long-term assets	65,010	64,374
PROPERTY AND EQUIPMENT, NET	3,884	3,867
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET	38,845	39,054
Total assets	\$ 184,296	\$ 186,976
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans	\$ 3,085	\$ 3,451
Trade payables	5,146	7,710
Other payables and accrued expenses	18,823	18,618
Deferred revenues	17,637	14,951
Total current liabilities	44,691	44,730
LONG-TERM LIABILITIES:
Accrued severance pay	\$ 20,725	\$ 18,941
Long-term bank loans	7,914	8,493
Deferred revenues and other liabilities	5,776	6,153
Total long-term liabilities	34,415	33,587
Total equity	105,190	108,659
Total liabilities and equity	\$ 184,296	\$ 186,976

AudioCodes Reports First Quarter 2017 Results Page 6 of 10

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands, except share and per share data

	Three months ended
	March 31,
		2017		2016
		(Unaudited)
Revenues:
Products	\$	26,008	\$	24,534
Services		11,369		10,226
Total Revenues		37,377		34,760
Cost of revenues:
Products		11,159		11,280
Services		2,902		2,514
Total Cost of revenues		14,061		13,794
Gross profit		23,316		20,966
Operating expenses:
Research and development, net		7,154		6,865
Selling and marketing		12,035		11,134
General and administrative		2,161		2,105
Total operating expenses		21,350		20,104
Operating income		1,966		862
Financial expenses, net		(69)		(122)
Income before taxes on income		1,897		740
Income tax expense, net		(602)		(962)
Net income (loss)	\$	1,295	\$	(222)
Basic net earnings (loss) per share	\$	0.04	\$	(0.01)
Diluted net earnings (loss) per share	\$	0.04	\$	(0.01)
Weighted average number of shares used in computing basic net earnings (loss) per share (in thousands)		31,986		37,273
Weighted average number of shares used in computing diluted net earnings (loss) per share (in thousands)		33,037		37,273

AudioCodes Reports First Quarter 2017 Results Page 7 of 10

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME

U.S. dollars in thousands, except per share data

		Three months ended March 31,
	2017	2016
		(Unaudited)
GAAP net income (loss)	\$ 1,295	(222) \$
GAAP net earnings (loss) per share	\$ 0.04	(0.01) \$
Cost of revenues:
Stock-based compensation (1)	25	25
Amortization expenses (2)	174	316
	199	341
Research and development, net:
Stock-based compensation (1)	95	111
Deferred payments expenses (3)	11	188
	106	299
Selling and marketing:
Stock-based compensation (1)	263	277
Amortization expenses (2)	30	30
	293	307
General and administrative:
Stock-based compensation (1)	155	177
Income taxes:
Deferred tax (4)	430	658
Non-GAAP net income	\$ 2,478	\$ 1,560
Non-GAAP diluted net earnings per share	\$ 0.07	\$ 0.04

(1) Stock-based compensation expenses related to options and restricted stock units granted to employees and others.

(2) Excluding amortization of intangible assets related to the acquisitions of Nuera, Netrake, Mailvision and Active Communications Europe assets.

(3) Excluding expenses related to deferred payments in connection with the acquisition of Active Communications Europe.

(4) Non-cash deferred tax expenses.

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses this non-GAAP information internally to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information.

AudioCodes Reports First Quarter 2017 Results Page 8 of 10

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

	Three months ended March 31,
		2017		2016
	(Unaudited)
Cash flows from operating activities:
Net income (loss)	\$	1,295	\$	(222)
Adjustments required to reconcile net income or loss to net cash provided by operating activities:
Depreciation and amortization		655		769
Amortization of marketable securities premiums and accretion of discounts, net		161		269
Increase in accrued severance pay, net		196		468
Stock-based compensation expenses		538		590
Decrease (Increase) in accrued interest and exchange rate effect of loans, marketable securities and bank deposits		(3)		29
Decrease in long- term deferred tax assets		409		679
Decrease in trade receivables, net		1,056		2,907
Increase in other receivables and prepaid expenses		(3,458)		(2,629)
Increase in inventories		(107)		(102)
Increase (decrease) in trade payables		(2,564)		760
Decrease in other payables and accrued expenses		(54)		(677)
Increase (decrease) in deferred revenues		2,730		(125)
Net cash provided by operating activities		854		2,716
Cash flows from investing activities:
Decrease (increase) in short-term deposits, net		(286)		428
Decrease in long-term bank deposits		300		177
Proceeds from redemption of marketable securities		-		900
Purchase of property and equipment		(463)		(461)
Net cash provided by (used in) investing activities		(449)		1,044

AudioCodes Reports First Quarter 2017 Results Page 9 of 10

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

		Three months ended March 31,
	2017	2016
		(Unaudited)
Cash flows from financing activities:
Purchase of treasury stock	(7,332)	(4,921)
Repayment of bank loans	(985)	(1,292)
Proceeds from issuance of shares upon exercise of options and warrants	1,286	123
Net cash used in financing activities	(7,031)	(6,090)
Decrease in cash and cash equivalents	(6,626)	(2,330)
Cash and cash equivalents at the beginning of the period	24,344	18,908
Cash and cash equivalents at the end of the period	\$ 17,718	\$ 16,578

AudioCodes Reports First Quarter 2017 Results Page 10 of 10