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Audiocodes Ltd. — Interim / Quarterly Report 2012
Nov 5, 2012
6659_rns_2012-11-05_c308dc1f-743e-4eaf-9660-d6a44ce7a28e.pdf
Interim / Quarterly Report
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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 November, 2012
Commission file number 0-30070
AUDIOCODES LTD.
(Translation of registrant’s name into English)
1 Hayarden Street • Airport City, Lod 70151• 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 November 5, 2012, AudioCodes Ltd. (the “Registrant”) issued a press release announcing financial results for the third quarter of 2012. A copy of this press release is attached hereto as Exhibit 1 and incorporated by reference herein.
The information set forth in the second, third, sixth and seventh paragraphs of, and 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. 333170676; and (vii) the Registrant’s Registration Statement on Form F-3, File No. 333-172268.
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/ GUY AVIDAN Guy Avidan Chief Financial Officer
Dated: November 5, 2012
EXHIBIT INDEX
Exhibit No. Description
1 Press Release, dated November 5, 2012, announcing financial results for the third quarter of 2012.
Exhibit 1
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P R E S S R E L E A S E
Company Contacts
IR Agency Contact
Guy Avidan, Shirley Nakar, Erik Knettel, VP Finance & CFO Director, Investor Relations Grayling AudioCodes AudioCodes Tel: +1-646-284-9415 Tel: +972-3-976-4000 Tel: +972-3-976-4000 [email protected] [email protected] [email protected]
AudioCodes Reports Third Quarter 2012 Results
Lod, Israel – November 5, 2012 – AudioCodes (NasdaqGS: AUDC) , a leading provider of Voice over IP (VoIP) technologies, products and services, today announced financial results for the third quarter ended September 30, 2012.
Revenues for the third quarter of 2012 were $31.4 million, compared to $31.0 million for the second quarter of 2012, and $36.0 million for the third quarter of 2011.
Net loss in accordance with U.S. generally accepted accounting principles (GAAP) was $1.1 million, or ($0.03) per diluted share, for the third quarter of 2012, compared to $2.0 million, or ($0.05) per diluted share, for the second quarter of 2012, and $527,000, or ($0.01) per diluted share, for the third quarter of 2011.
Non-GAAP net loss for the third quarter of 2012 was $419,000, or ($0.01) per diluted share, compared to $1.4 million, or ($0.04) per diluted share, for the second quarter of 2012, and non-GAAP net income of $274,000, or $0.01 per diluted share, for the third quarter of 2011.
Non-GAAP net income (loss) excludes: (i) stock-based compensation expenses; and (ii) amortization expenses related to intangible assets. 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.
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AudioCodes Reports Third Quarter 2012 Results
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In accordance with AudioCodes’ Board of Directors authorized program to repurchase up to 4.0 million of the Company’s Ordinary Shares, NIS 0.01 nominal (par) value, which was approximately 10% of the Company’s outstanding shares at the time the program was authorized in October 2011, the Company repurchased a total of approximately 1,274,000 of its ordinary shares at an aggregate cost of approximately $2.5 million during the third quarter of 2012. As of October 1, 2012, the authorized stock repurchase program was completed, with AudioCodes having repurchased 3.96 million of its ordinary shares at an aggregate cost of approximately $10.7 million.
Cash and cash equivalents, bank deposits and marketable securities were $54.1 million as of September 30, 2012, compared to $60.7 million as of June 30, 2012 and $72.8 million as of September 30, 2011. The quarter-to-quarter net decrease in cash balances was primarily related to cash used for operating activities and the reduction in the Company’s accounts payable outstanding as well as $2.5 million used for the repayment of loans and $2.0 million used for the aforementioned repurchase of ordinary shares during the quarter.
“We are pleased to report a return to sequential growth and improved financial performance for the third quarter of 2012,” said Shabtai Adlersberg, Chairman, President and Chief Executive Officer of AudioCodes. “Third quarter revenues demonstrate growth in key emerging business lines for the company, including with respect to the session border controller (SBC) and multi-service business router (MSBR) activities. We saw increased traction of our strategy to focus on the growing markets of unified communications, contact centers and business communications services, and experienced growing collaboration with our industry partners, which we believe will help us grow in coming years.”
“As we remain focused on improving bottom line results, we made solid progress with our restructuring plan announced in July 2012. Third quarter financial results reflect our initial progress on this front and provide support for our stated goal of returning to profitability in coming months,” concluded Mr. Adlersberg.
Conference Call & Web Cast Information
AudioCodes will conduct a conference call at 9:00 A.M., Eastern Time today to discuss the Company’s third quarter 2012 operating performance, financial results and updated outlook. The conference call will be
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AudioCodes Reports Third Quarter 2012 Results
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simultaneously Web cast. Investors are invited to listen to the call live via Web cast at the AudioCodes corporate website at www.audiocodes.com .
About AudioCodes
AudioCodes Ltd. (NasdaqGS: 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 and Value Added Applications. 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 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.
©2012 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, OSN, SmartTAP, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP and 3GX 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.
Summary financial data follows
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AudioCodes Reports Third Quarter 2012 Results
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AUDIOCODES LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands
| ASSETSCURRENT ASSETS:Cash and cash equivalentsShort-term and restricted bank depositsShort-term marketable securities and accrued interestTrade receivables, netOther receivables and prepaid expensesDeferred tax assetsInventoriesTotal current assetsLONG-TERM INVESTMENTS:Long-term and restricted bank depositsLong-term marketable securitiesInvestments in an affiliated companyDeferred tax assetsSeverance pay fundsTotal long-term assetsPROPERTY AND EQUIPMENT, NETGOODWILL, INTANGIBLE ASSETSAND OTHER, NETTotal assetsLIABILITIES AND EQUITYCURRENT LIABILITIES:Current maturities of long-term bank loansTrade payablesOther payables and accrued expensesDeferred revenuesTotal current liabilitiesLONG-TERM LIABILITIES:Accrued severance payLong-term bank loansSenior convertible notesDeferred revenues and other liabilitiesTotal long-term liabilitiesTotal equityTotal liabilities and equity | September 30,2012Unaudited$ 9,44613,2784,41526,9046,8852,60018,73282,2607,53019,4211,3092,60015,06345,9233,92235,234$ 167,339$ 9,9366,66417,1745,20038,97415,45015,84335387832,52495,841 $167,339 | December 31,2011 |
|---|---|---|
| Audited | ||
| $ 28,25714,00834530,9234,4772,60020,415 | ||
| 101,025 | ||
| 9,12023,8231,2512,60015,410 | ||
| 52,204 | ||
| 3,368 | ||
| 36,080 | ||
| $192,677 | ||
| $ 10,24312,36218,1025,235 | ||
| 45,942 | ||
| $ 16,10622,9123531,345 | ||
| 40,716 | ||
| 106,019 | ||
| $192,677 |
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AudioCodes Reports Third Quarter 2012 Results
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AUDIOCODES LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands, except per share data
| AUDIOCODES LTD. AND ITS SUBSIDIARIES | AUDIOCODES LTD. AND ITS SUBSIDIARIES | AUDIOCODES LTD. AND ITS SUBSIDIARIES | AUDIOCODES LTD. AND ITS SUBSIDIARIES | ||||||
|---|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||
| U.S. dollars in thousands, except per share data | |||||||||
| Nine months ended | Three m | onths endedember 30, | |||||||
| September 30, | Sept | ||||||||
| 2012 | 2011 | 2012 | 2011 | ||||||
| (Unaudited) | (Un | audited) | |||||||
| Revenues | $ 94,684 | $ 118,604 | $ 31,363 | $ 36,049 | |||||
| Cost of revenues | 40194 | 48937 | 13551 | 1490 | |||||
| , | , | , | , | ||||||
| Gross profit | 54,490 | 69,667 | 17,812 | 21,146 | |||||
| Operating expenses: | |||||||||
| Research and development, net | 22,446 | 23,909 | 7,201 | 7,939 | |||||
| Slli d ki | 30319 | 32485 | 9567 | 1115 | |||||
| eng an maretng | , | , | , | ,2,408 | |||||
| General and administrative | 6,481 | 6,854 | 2,278 | ||||||
| Total oeratin exenses | 59246 | 63248 | 19046 | 2150 | |||||
| pg pOperating income (loss)Financial income (expenses), netIncome (loss) before taxes on income | , (4,756)366(4,390) | , 6,4195166,935 | , (1,234)231(1,003) | , | |||||
| (358)(127) | |||||||||
| (485) | |||||||||
| Taxes on income, netEquity in profit (losses) of an affiliated companiesNet income (loss)Basic net earnings (loss) per shareDiluted net earnings (loss) per shareWeighted average number of shares used incomputing basic net earnings (loss) per share (inthousands)Weighted average number of shares used incomputing diluted net earnings (loss) per share (inthousands) | (284)(27)$ (4,701)$ (0.12)$ (0.12)39,52339,523 | (193)(248)$6,494$0.16$0.1541,55342,110 | (101)(4)$ (1,108)$ (0.03)$ (0.03)38,67338,673 | (46)4 | |||||
| $ (527) | |||||||||
| $ (0.01) | |||||||||
| $ (0.01) | |||||||||
| 41,718 | |||||||||
| 41,718 |
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AUDIOCODES LTD. AND ITS SUBSIDIARIES NON-GAAP PROFORMA STATEMENTS OF OPERATIONS U.S. dollars in thousands, except per share data
| RevenuesCost of revenues (1) (2)Gross profitOperating expenses:Research and development, net (1)Selling and marketing (1) (2)General and administrative (1)Total operating expensesOperating income (loss)Financial income (expenses), netIncome (loss) before taxes on incomeTaxes on income, netEquity in profit (losses) of an affiliated companiesNet income (loss)Diluted net earnings (loss) per shareWeighted average number of shares used incomputing diluted net earnings (loss) per share (inthousands) | Nine months endedSeptember 30,20122011(Unaudited)$ 94,684$ 118,60439,52048,02555,16470,57922,14423,50429,70731,4736,0266,31057,87761,287(2,713)9,292366516(2,347)9,808(284)(193)(27)(248) $ (2,658)$9,367$ (0.07)$0.2239,52342,589 | Three months endedSeptember 30, | Three months endedSeptember 30, |
|---|---|---|---|
| 20122011(Unaudited) | 2011 | ||
| $ 94,68439,52055,16422,14429,7076,02657,877(2,713)366(2,347)(284)(27)$ (2,658)$ (0.07)39,523 | $ 31,36313,32718,0367,1109,3422,12918,581(545)231(314)(101)(4)$ (419)$ (0.01)38,673 | $ 36,04914,664 | |
| 21,3857,81510,8832,244 | |||
| 20,942 | |||
| 443(127) | |||
| 316(46)4 | |||
| $274 | |||
| $0.01 | |||
| 42,521 |
(1) Excluding stock-based compensation expenses related to options and restricted stock units granted to employees and others. (2) Excluding amortization of intangible assets related to the acquisitions of Nuera, Netrake and CTI Squared.
Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information.
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AudioCodes Reports Third Quarter 2012 Results
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AUDIOCODES LTD. AND ITS SUBSIDIARIES - RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON GAAP NET INCOME (LOSS) U.S. dollars in thousands, except per share data
| GAAP net income (loss)GAAP netearnings (loss)per shareCost of revenues:Stock-based compensation (1)Amortization expenses (2)Research and development, net:Stock-based compensation (1)Selling and marketing:Stock-based compensation (1)Amortization expenses (2)General and administrative:Stock-based compensation (1)Non-GAAP net income (loss)Non-GAAP Diluted net earnings (loss) per share | Nine months endedSeptember 30,20122011(Unaudited)$ (4,701)$6,494$ (0.12)$0.1556976188156749123024053847842282286121,012455544$ (2,658)$9,367$ (0.07)$0.22 | Three months endedSeptember 30,20122011(Unaudited) | Three months endedSeptember 30,20122011(Unaudited) |
|---|---|---|---|
| $ (4,701)$ (0.12)56618674302384228612455$ (2,658)$ (0.07) | $ (1,108)$ (0.03)182062249114976225149$ (419)$ (0.01) | $ (527) | |
| $ (0.01) | |||
| 33206 | |||
| 23912419876 | |||
| 274164 | |||
| $274 | |||
| $0.01 |
(1) Stock-based compensation expenses related to options and restricted stock units granted to employees and others.
(2) Amortization of intangible assets related to the acquisitions of Nuera, Netrake and CTI Squared.
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 internally this non-GAAP information 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.
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AudioCodes Reports Third Quarter 2012 Results
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AUDIOCODES LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS U.S. dollars in thousands
| Cash flows from operating activities:Net income (loss)Adjustments required to reconcile net income tonet cash provided by operating activities:Depreciation and amortizationAmortization of marketable securities premiumsand accretion of discounts, netEquity in losses (profit) of affiliated companies andinterest on loans to affiliated companyDecrease in accrued severance pay, netStock-based compensation expensesDecrease (increase) in accrued interest onmarketable securities, bank deposits andstructured notesDecrease (increase) in trade receivables, netDecrease (increase) in other receivables andprepaid expensesDecrease (increase) in inventoriesDecrease in trade payablesIncrease (decrease) in deferred revenuesDecrease in other payables and accrued expensesNet cash used in operating activitiesCash flows from investing activities:Purchase of marketable securitiesShort-term deposits, netInvestment in affiliated company, netProceeds from long-term bank depositsPurchase of property and equipmentNet cash provided by (used in) investing activities | Nine months endedSeptember 30,20122011( Unaudited)( Unaudited)$ (4,701)$ 6,4942,1362,52232730614248(309)(50)1,1971,8315(181)4,019() (5,526)(2,408)() (1,397)1,683() (2,177)(5,698)(2,470)285() 2,045 (1,789) (6,942) (5,239) (5,297)-(24,402)730(16,735)(72)-1,590- (1,844) (1,263)404 (42,400) | Three months endedSeptember 30,20122011( Unaudited)( Unaudited)$ (1,108)$ (527)735721110110(9)(4)(89)(5)407(76)-(3)219() 1,718(895)() 1,431838() (2,131)(462)(1,174)(868)() 1,246 (123) (1,711) (1,245)(405)--(959)(17,744)(22)-600- (674) (434)(1,055)(18,178) | Three months endedSeptember 30,20122011( Unaudited)( Unaudited)$ (1,108)$ (527)735721110110(9)(4)(89)(5)407(76)-(3)219() 1,718(895)() 1,431838() (2,131)(462)(1,174)(868)() 1,246 (123) (1,711) (1,245)(405)--(959)(17,744)(22)-600- (674) (434)(1,055)(18,178) |
|---|---|---|---|
| ( Unaudited) | |||
| $ (527)721110(4)(5)(76)(3)() 1,718() 1,431() (2,131)(1,174)() 1,246 (1,711) | |||
| (405) | |||
| -(17,744)-- (434) | |||
| (18,178) |
(*) Reclassified
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AUDIOCODES LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) U.S. dollars in thousands
| Nine months ended | Nine months ended | Three months ended | Three months ended | Three months ended | |
|---|---|---|---|---|---|
| September 30, | September 30, | ||||
| 2012 | 2011 | 2012 | 2011 | ||
| ( Unaudited) | ( Unaudited) | ( Unaudited) | ( Unaudited) | ||
| Cash flows from financing activities: | |||||
| Purchase of treasury stock | (6,299) | - | (2,050) | - | |
| Proceeds from long-term bank loans | - | 18,750 | - | 18,750 | |
| Repayment of long-term bank loans | (7,376) | (4,500) | (2,477) | (1,500) | |
| Payment of acquisition of NSC | (336) | (278) | - | - | |
| Proceeds from issuance of shares upon exercise of | |||||
| options, warrants and employee stock purchase | |||||
| plan | 35 | 1,383 | - | 10 | |
| Net cash provided by (used in) financing activities | (13,976) | 15,355 | (4,527) | 17,260 | |
| Decrease in cash and cash equivalents | (18,811) | (32,342) | (6,827) | (1,323) | |
| Cash and cash equivalents at the beginning of the | |||||
| period | 28,257 | 50,311 | 16,273 | 19,292 | |
| Cash and cash equivalents at the end of the period | $9,446 | $17,969 | $9,446 | $ | 17,969 |
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AudioCodes Reports Third Quarter 2012 Results