Audiocodes Ltd. — Regulatory Filings 2021

Oct 26, 2021

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 October 2021

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 x 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 October 26, 2021, AudioCodes Ltd. (the "Registrant") issued a press release announcing financial results for the third quarter of 2021, 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," the two paragraphs following the heading "Share Buy Back Program" and the two paragraphs following the heading "Cash Dividend" of and (b) the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements 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 F-3ASR, File No. 333-238867; (ii) the Registrant's Registration Statement on Form S-8, File No. 333-11894; (iii) the Registrant's Registration Statement on Form S-8, File No. 333-13268; (iv) the Registrant's Registration Statement on Form S-8, File No. 333-105473; (v) the Registrant's Registration Statement on Form S-8, File No. 333-144825; (vi) the Registrant's Registration Statement on Form S-8, File No. 333-160330; (vii) the Registrant's Registration Statement on Form S-8, File No. 333-170676; (viii) the Registrant's Registration Statement on Form S-8, File No. 333-190437; (ix) the Registrant's Registration Statement on Form S-8, File No. 333- 210438; and (x) the Registrant's Registration Statement on Form S-8, File No. 333-230388.

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 Of icer

Dated: October 26, 2021

EXHIBIT INDEX

Exhibit No.	Description
1	Press release, dated October 26, 2021, announcing financial results for the third quarter of 2021, and other matters.

P R E S S R E L E A S E

Company Contacts

Niran Baruch, Chief Financial Officer AudioCodes Tel: +972-3-976-4000 niran.baruch@audiocodes.com Roger L. Chuchen VP, Investor Relations AudioCodes Tel: 732-764-2552 Mobile: 347-752-0780 roger.chuchen@audiocodes.com

AudioCodes Reports Third Quarter 2021 Results

Lod, Israel – October 26, 2021 - AudioCodes (NASDAQ: AUDC) Press Release

Third Quarter Highlights

• · Quarterly revenues increased by 12.1% year-over-year to \$63.4 million; Quarterly service revenues increased by 26.7% year-over-year to \$24.8 million.
• · GAAP results:
  • o Quarterly GAAP gross margin was 69.6%;
  • o Quarterly GAAP operating margin was 15.8%; and
  • o Quarterly GAAP net income was \$8.3 million, or \$0.24 per diluted share.
• · Non-GAAP results:
  • o Quarterly Non-GAAP gross margin was 69.9%;
  • o Quarterly Non-GAAP operating margin was 21.4%; and
  • o Quarterly Non-GAAP net income was \$12.9 million, or \$0.38 per diluted share.
• · Net cash provided by operating activities was \$13.0 million for the quarter.
• · AudioCodes repurchased 424,307 of its ordinary shares during the quarter at an aggregate cost of \$13.8 million.

AudioCodes Press Release

Details

AudioCodes, a leading vendor of advanced communications software, products and productivity solutions for the digital workplace, today announced its financial results for the third quarter ended September 30, 2021.

Revenues for the third quarter of 2021 were \$63.4 million compared to \$60.6 million for the second quarter of 2021 and \$56.6 million for the third quarter of 2020.

Net income was \$8.3 million, or \$0.24 per diluted share, for the third quarter of 2021, compared to a net income of \$7.0 million, or \$0.20 per diluted share, for the third quarter of 2020.

On a Non-GAAP basis, net income was \$12.9 million, or \$0.38 per diluted share, for the third quarter of 2021 compared to \$13.3 million, or \$0.38 per diluted share, for the third quarter of 2020.

Non-GAAP net income excludes: (i) share-based compensation expenses; (ii) amortization expenses related to the acquisition of Active Communications Europe assets; (iii) financial income or expenses related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies and (iv) non-cash deferred tax expenses. A reconciliation of net income 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 was \$13.0 million for the third quarter of 2021. Cash and cash equivalents, long and short-term bank deposits and long and short-term marketable securities were \$184.9 million as of September 30, 2021 compared to \$186.3 million as of December 31, 2020. Cash and cash equivalents, long and short-term bank deposits and long and short-term marketable securities were about the same as of the end of both periods as the use of cash for the repurchasing of the Company's ordinary shares pursuant to its share repurchase program and the payment of cash dividends during 2021 was basically offset by cash generated from operating activities.

"We are pleased to report strong financial results for the third quarter of 2021," said Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes.

"In the third quarter of 2021 we saw continued momentum in our enterprise operations related to the UCaaS and Contact Center/customer experience (CX) markets. Contributing close to 85% of our revenues in the third quarter, and generating growth of above 20% year-over-year, the enterprise business provides a solid base for continued growth. At the core of this success was our UCaaS business which grew about 18% year-over-year and our contact center business which grew more than 20% year-over-year."

AudioCodes Reports Third Quarter 2021 Results Page 2 of 10

"We experienced continued expansion in our services operations as revenues from services grew more than 25% year-over-year, representing close to 40% of our revenue in the third quarter of 2021 and becoming key to our continued business expansion. Growth in our services business was substantially related to the shift towards use of cloud communications and our focus on becoming a leading provider of Teams Voice as a Service. The increase in Services revenue was driven primarily by strength in our professional and managed services offerings. Key to this growth is our continued progress in generating recurring revenues with strong execution in our AudioCodes Live offering operations."

"We continue to enjoy success in expanding our Voice.ai operations where bookings grew more than 100% year-over-year for both the three and nine month periods ended September 30, 2021. We now forecast Voice.ai bookings for 2021 to reach a level of \$5M for the full year. We continue to invest heavily in this growth engine and believe that it will grow to become a meaningful line of business for us in coming years. Voice.ai which is part of our AudioCodes Live offering provides strong foundation for growth in recurring revenues over time," concluded Mr. Adlersberg.

Share Buy Back Program

In July 2021, the Company received court approval in Israel to purchase up to an aggregate amount of \$35 million of additional ordinary shares. The court approval also permits AudioCodes to declare a dividend of any part of this amount. The approval is valid through January 03, 2022.

During the quarter ended September 30, 2021, the Company acquired 424,307 of its ordinary shares under its share repurchase program for a total consideration of \$13.8 million.

Cash Dividend

On July 27, 2021, the Company declared a cash dividend of \$0.17 per share. The dividend, in the aggregate amount of approximately \$5.6 million, was paid on August 26, 2021 to all of the Company's shareholders of record on August 11, 2021.

In accordance with Israeli tax law, the dividend is subject to withholding tax at source at the rate of 25% of the dividend amount payable to each shareholder of record, subject to applicable exemptions. If the recipient of the dividend is at the time of distribution or was at any time during the preceding 12-month period the holder of 10% or more of the Company's share capital, the withholding rate is 30%.

AudioCodes Reports Third Quarter 2021 Results Page 3 of 10

Conference Call & Web Cast Information

AudioCodes will conduct a conference call at 8:30 A.M., Eastern Time today to discuss the Company's third quarter of 2021 operating performance, financial results and outlook. Interested parties may participate in the conference call by dialing one the following numbers:

United States Participants: 888-506-0062

International Participants: +1 (973) 528-0011

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

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.

AudioCodes Reports Third Quarter 2021 Results Page 4 of 10

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a leading vendor of advanced communications software, products and productivity solutions for the digital workplace. AudioCodes enables enterprises and service providers to build and operate all-IP voice networks for unified communications, contact centers, and hosted business services. AudioCodes offers a broad range of innovative products, solutions and services that are used by large multi-national enterprises and leading tier-1 operators around the world.

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; possible adverse impact of the COVID-19 pandemic on our business and results of operations; 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.

©2021 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, AudioCodes Meeting Insights, AudioCodes Room Experience 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.

Summary financial data follows

AudioCodes Reports Third Quarter 2021 Results Page 5 of 10

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	September 30, 2021		December 31, 2020
ASSETS	(Unaudited)		(Audited)
CURRENT ASSETS:
Cash and cash equivalents	\$ 88,448	\$	40,934
Restricted cash	5,100		5,100
Short-term and restricted bank deposits	363		84,817
Short-term marketable securities and accrued interest	752		449
Trade receivables, net	40,270		34,518
Other receivables and prepaid expenses	8,102		8,631
Inventories	23,841		29,193
Total current assets	166,876		203,642
LONG-TERM ASSETS:
Long-term and restricted bank deposits	\$ 94	\$	94
Long-term marketable securities and accrued interest	90,133		54,895
Deferred tax assets	9,362		12,081
Operating lease right-of-use assets	21,103		25,430
Severance pay funds	21,333		20,597
Total long-term assets	142,025		113,097
PROPERTY AND EQUIPMENT, NET	4,608		4,593
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET	36,577		36,791
Total assets	\$ 350,086	\$	358,123
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans	\$ 300	\$	1,200
Trade payables	5,204		6,984
Other payables and accrued expenses	31,960		28,531
IIA settlement liability	11,860		11,684
Deferred revenues	40,268		37,182
Short-term operating lease liabilities	8,987		9,178
Total current liabilities	98,579		94,759
LONG-TERM LIABILITIES:
Accrued severance pay	\$ 21,858	\$	21,830
Deferred revenues and other liabilities	13,388		12,243
Long-term operating lease liabilities	12,760		19,436
Total long-term liabilities	48,006		53,509
Total shareholders' equity	203,501		209,855
Total liabilities and shareholders' equity
	\$ 350,086	\$	358,123
AudioCodes Reports Third Quarter 2021 Results			Page 6 of 10

AUDIOCODES LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Nine months ended September 30,				Three months ended September 30,
		2021		2020		2021		2020
		(Unaudited)			(Unaudited)
Revenues:
Products	\$	113,423	\$	107,688	\$	38,610	\$	36,987
Services		69,398		54,420		24,798		19,577
Total Revenues		182,821		162,108		63,408		56,564
Cost of revenues:
Products		40,483		42,313		13,513		14,520
Services		15,884		11,839		5,772		4,065
Total Cost of revenues		56,367		54,152		19,285		18,585
Gross profit		126,454		107,956		44,123		37,979
Operating expenses:
Research and development, net		38,944		33,544		14,172		10,738
Selling and marketing		45,460		38,107		15,781		12,521
General and administrative		11,797		10,073		4,172		3,495
Total operating expenses		96,201		81,724		34,125		26,754
Operating income		30,253		26,232		9,998		11,225
Financial income, net		1,099		958		103		504
Income before taxes on income		31,352		27,190		10,101		11,729
Taxes on income, net		(4,856)		(8,323)		(1,838)		(4,765)
Net income	\$	26,496	\$	18,867	\$	8,263	\$	6,964
Basic net earnings per share	\$	0.81	\$	0.61	\$	0.25	\$	0.21
Diluted net earnings per share	\$	0.78	\$	0.58	\$	0.24	\$	0.20
Weighted average number of shares used in computing basic net earnings per share (in thousands)		32,790		30,951		32,618		32,673
Weighted average number of shares used in computing diluted net earnings per share (in thousands)		34,005		32,484		33,843		34,198

AudioCodes Reports Third Quarter 2021 Results Page 7 of 10

AUDIOCODES LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME

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

	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2021		2020
	(Unaudited)			(Unaudited)
GAAP net income	\$ 26,496	\$	18,867	\$	8,263	\$	6,964
GAAP net earnings per share	\$ 0.78	\$	0.58	\$	0.24	\$	0.20
Cost of revenues:
Share-based compensation (1)	277		157		123		58
Amortization expenses (2)	204		204		68		68
	481		361		191		126
Research and development, net:
Share-based compensation (1)	2,018		764		776		274
Selling and marketing:
Share-based compensation (1)	4,246		2,668		1,401		1,045
Amortization expenses (2)	10		45		2		15
	4,256		2,713		1,403		1,060
General and administrative:
Share-based compensation (1)	3,286		1,984		1,174		720
	3,286		1,984		1,174		720
Financial expenses (income):
Exchange rate differences (3)	(944)		(871)		38		(418)
Income taxes:
Deferred tax (4)	2,763		7,678		1,094		4,524
Non-GAAP net income	\$ 38,356	\$	31,496	\$	12,939	\$	13,250
Non-GAAP diluted net earnings per share	\$ 1.11	\$	0.96	\$	0.38	\$	0.38

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

(2) Amortization of intangible assets related to the acquisitions of Active Communications Europe assets.

(3) Financial expenses (income) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies.

(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 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.

AudioCodes Reports Third Quarter 2021 Results Page 8 of 10

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

	Nine months ended September 30,			Three months ended September 30,
		2021		2020		2021		2020
		(Unaudited)					(Unaudited)
Cash flows from operating activities:
Net income	\$	26,496	\$	18,867	\$	8,263	\$	6,964
Adjustments required to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		1,746		1,681		588		562
Amortization of marketable securities premiums and accretion of
discounts, net		1,241		38		500		38
Increase (decrease) in accrued severance pay, net		(708)		423		284		(201)
Share-based compensation expenses		9,827		5,573		3,474		2,097
Decrease in deferred tax assets, net		2,729		7,637		1,082		4,510
Increase in accrued interest and exchange rate effect of loans,
marketable securities and bank deposits		(31)		(19)		(54)		(20)
Decrease in operating lease right-of-use assets		5,705		5,720		1,843		1,822
Decrease in operating lease liabilities		(8,245)		(7,506)		(3,638)		(3,322)
Changes in IIA settlement liability, net		176		271		235		210
Increase in trade receivables, net		(5,752)		(3,653)		(3,267)		(1,010)
Increase in other receivables and prepaid expenses		(960)		(1,749)		(1,757)		(1,732)
Decrease (increase) in inventories		4,748		(2,454)		794		(1,046)
Increase (decrease) in trade payables		(1,780)		(34)		2,588		1,983
Increase (decrease) in other payables and accrued expenses		3,429		(304)		3,197		673))
Increase (decrease) in deferred revenues		4,470		3,898		(1,119)		692
Net cash provided by operating activities		43,091		28,389		13,013		10,874
Cash flows from investing activities:
Investment in short-term deposits		-		(84,000)		-		(84,000)
Proceeds from short-term deposits		84,454		674		151		223
Proceeds from long-term deposits		-		225		-		75
Proceeds from redemption of marketable securities		1,053		-		-		-
Purchase of marketable securities		(41,094)		(27,664)		(23,569)		(27,664)
Proceeds from sale of marketable securities		2,571		-		2,061		-
Purchase of property and equipment		(943)		(1,112)		(527)		(471)
Net cash provided by (used in) investing activities		46,041		(111,877)		(21,884)		(111,837)

AudioCodes Reports Third Quarter 2021 Results Page 9 of 10

AUDIOCODES LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

	Nine months ended September 30,			Three months ended September 30,
	2021		2020	2021		2020
	(Unaudited)			(Unaudited)
Cash flows from financing activities:
Purchase of treasury shares	(31,199)		-	(13,848)		-
Repayment of bank loans		(900)	(1,865)	(300)		(627)
Cash dividends paid to shareholders	(10,865)		(7,587)	(5,563)		(3,721)
Proceeds from issuance of shares, net		-	85,426	-		(228)
Proceeds from issuance of shares upon exercise of options and
warrants	1,346		1,376	609		325
Net cash provided by (used in) financing activities	(41,618)		77,350	(19,102)		(4,251)
Net increase (decrease) in cash, cash equivalents, and restricted cash	47,514		(6,138)	(27,973)		(105,214)
Cash, cash equivalents and restricted cash at beginning of period	46,034		69,773	121,521		168,849
Cash, cash equivalents and restricted cash at end of period	\$ 93,548	\$	63,635	\$ 93,548	\$	63,635

AudioCodes Reports Third Quarter 2021 Results Page 10 of 10