SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 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 October 2006
RADVISION LTD.
(Name of Registrant)
24 Raoul Wallenberg Street, Tel Aviv 69719, 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): [ ]
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): [ ]
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-____________
This Form 6-K is being incorporated by reference into the Registrant's Form S-8
Registration Statements File Nos. 333-45422, 333-53814, 333-55130, 333-66250,
333-82488, 333-104377, 333-116964 and 333-127013.
RADVision Ltd.
6-K Items
1. Press release re RADVISION Reports Strong Third Quarter 2006 Results
dated October 26, 2006.
ITEM 1
Press Release Source: RADVISION
RADVISION Reports Strong Third Quarter 2006 Results
Thursday October 26, 8:00 am ET
Revenues Reach $23.6 million
Diluted EPS Is $0.09 Including Patent Settlement Reserve
Non-GAAP Diluted EPS Is $0.23 before Reserve and FAS123R Effect
FAIR LAWN, N.J.--(BUSINESS WIRE)--RADVISION(R) (Nasdaq: RVSN - News) today
announced that revenues for the third quarter of 2006 reached a record $23.6
million, representing a 24% increase from $19.1 million reported in the third
quarter of 2005.
Operating income for the third quarter of 2006 was $1.1 million, including a
reserve of $1.9 million for a proposed patent settlement. Excluding the effects
of stock-based compensation expense related to the adoption of FAS123R and the
patent settlement reserve (amounting to $1.2 million and $1.9 million,
respectively), the Company achieved operating income of $4.2 million on a
non-GAAP basis. This compares with operating income of $3.2 million reported in
the third quarter of 2005.
Net income for the 2006 third quarter was $2.0 million, or $0.09 per diluted
share. Excluding the effects of stock-based compensation expense and the patent
settlement reserve (equivalent to $0.05 and $0.09 per diluted share,
respectively), net income was $5.1 million or $0.23 per diluted share on a
non-GAAP basis. This compares with $3.9 million or $0.18 per diluted share
reported in the 2005 third quarter.
The Company had forecast that 2006 third quarter revenues would approximate
$23.2 million and that net income would approximate $3.4 million or $0.15 per
diluted share including stock-based compensation expense related to the adoption
of FAS123R. Excluding this item, the Company expected third quarter 2006
non-GAAP net income to be $4.7 million or $0.21 per diluted share.
Business unit revenues for the third quarter of 2006 consisted of $17.7 million
in Networking Business Unit (NBU) sales and $5.9 million in Technology Business
Unit (TBU) sales, representing increases of 31% and 5%, respectively, over the
third quarter of 2005. NBU revenues exceeded the Company's forecast and TBU
revenues were in line with it.
For the first nine months of 2006, revenues were $65.8 million, operating income
was $5.1 million and net income was $8.1 million or $0.36 per diluted share.
Excluding the effects of stock-based compensation expense and the patent
settlement reserve (amounting to $3.5 million and $1.9 million, respectively,
and equivalent to $0.15 and $0.08 per diluted share, respectively), operating
income for the first nine months of 2006 was $10.4 million and net income was
$13.5 million or $0.59 per diluted share, on a non-GAAP basis. For the first
nine months of 2005, revenues were $52.8 million, operating income was $7.3
million and net income was $9.3 million or $0.42 per diluted share.
The Company ended the third quarter of 2006 with approximately $135.7 million in
cash and liquid investments, equivalent to $6.15 per basic share, and a decrease
of $2.7 million from June 30, 2006. The decrease reflects the use of $7.0
million for the repurchase of Company shares and $300,000 of capital
expenditures, offset by cash flow from operations of $3.7 million and cash flow
from the exercise of options of $900,000.
Boaz Raviv, Chief Executive Officer, commented: "Our strong third quarter
revenue growth was driven by the continued success and market share gains of our
new SCOPIA(TM) v.5 platform, which contributed to a 51% increase in our room
conferencing revenues over the third quarter of 2005. This included a very
strong year-over-year increase in our sales through Cisco, our largest channel
partner. The balance of our room conferencing sales increased 19% over the 2005
third quarter. Our third quarter growth is even more noteworthy as it did not
include any revenues from the final phase of the DISA project, which will be
recognized in future quarters."
"We have identified the desktop and 3G markets as future growth levers. We were
pleased to announce in September that IBM chose our desktop solution Click to
Meet(R) as part of its unified communications solution for IBM Lotus SameTime
7.5. Essentially, Click to Meet is the multi-point videoconferencing plug-in for
Lotus SameTime 7.5, the latest version of IBM's collaboration software for
real-time communication. We are also seeing Click to Meet used increasingly by
systems integrators and service providers as a video platform and engine,
expanding its potential market."
"To further enable the development of the 3G market opportunity, we announced
the general availability of our new PC-to-Mobile 3G solution in the third
quarter, which provides an easy solution for mobile operators to offer 3G visual
communications to subscribers on desktops and laptops as well as on 3G handsets.
We have now added a significant pilot for a leading U.S. mobile carrier to
develop a prototype of an EVDO-based PC-to-Mobile solution as well as chat
services based on our Interactive Video Platform or IVP. This is an exciting
opportunity because of the size of the potential market with the introduction of
EVDO-Rev.A service in the U.S."
The Company noted that 3G revenues increased year over year while revenues from
its Click to Meet desktop solution were below the 2005 third quarter because two
of its Federal projects did not get re-funding.
Mr. Raviv continued: "Our TBU revenues grew 5% from the third quarter of 2005
and included significant sales of our new IMS-compliant SIP Toolkit. We recently
introduced the ProLab(TM) IMS testing tool, the second in our planned portfolio
of IMS development products. The fast-growing IPTV market offers another
important growth opportunity for our TBU as the IP set-top box is evolving into
a converged communications device. Our TBU working with Texas Instruments
created a reference design for a converged IPTV set-top box with video telephony
and 3G mobile functionality based on their DaVinci chipset and our Multimedia
Terminal Framework. We demonstrated it at IBC in Amsterdam in September."
Mr. Raviv concluded: "Our growth in the third quarter resulted from our
continued execution and our focus on technology leadership. We have world-class
channel partners and we will continue to pursue our strategy of enabling and
advancing unified communications."
Guidance
The following statements are forward-looking, and actual results may differ
materially.
The Company expects revenues for the fourth quarter of 2006 to be approximately
$24.7 million and net income to approximate $4.1 million or $0.18 per diluted
share. This includes stock-based compensation expense related to the adoption of
FAS123R of $1.3 million or $0.06 per diluted share. Excluding this item, fourth
quarter 2006 non-GAAP net income is expected to be $5.4 million or $0.24 per
diluted share. That compares to fourth quarter 2005 revenues of $21.2 million
and net income of $5.4 million or $0.24 per diluted share. (Full details are
available on the Company's web site at www.radvision.com.)
Third Quarter 2006 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its third quarter 2006 results
and fourth quarter outlook, today, Thursday, October 26, 2006 at 9:00 a.m.
(Eastern). To access the conference call, please dial 1-888-791-1856
(International dialers may call +1-210-234-0005) by 8:45 a.m. (Eastern) on
October 26th. The passcode "RADVISION" will be required to access the live
conference call. A live webcast of the conference call also will be available on
the Company's website and archived on the site until the next quarter. Simply
click on the following link or copy it onto your browser:
www.radvision.com/Corporate/Investors/FinancialReports/. A replay of the call
will be available beginning approximately one hour after the conclusion of the
call through 11:59 p.m. (Eastern) on November 2nd. To access the replay, please
dial 1-866-454-2130 (International dialers may call +1-203-369-1246).
The PowerPoint presentation highlighting key financial metrics as well as the
fourth quarter 2006 estimate also will be available in the Investor Relations
section of the company's website. The presentation will be available beginning
at 8:00 a.m. (Eastern) on October 26th and will be archived on the website until
the end of the fourth quarter.
About RADVISION
RADVISION (Nasdaq: RVSN - News) is the industry's leading provider of
market-proven products and technologies for unified visual communications over
IP and 3G networks. With its complete set of standards-based video networking
infrastructure and developer toolkits for voice, video, data and wireless
communications, RADVISION is driving the unified communications evolution by
combining the power of video, voice, data and wireless - for high definition
videoconferencing systems, innovative converged mobile services, and highly
scalable video-enabled desktop platforms on IP, 3G and emerging next-generation
networks. For more information about RADVISION, visit www.radvision.com.
This press release contains forward-looking statements that are subject to risks
and uncertainties. Factors that could cause actual results to differ materially
from these forward-looking statements include, but are not limited to, general
business conditions in the industry, changes in demand for products, the timing
and amount or cancellation of orders and other risks detailed from time to time
in RADVISION's filings with the Securities Exchange Commission, including its
Annual Report on Form 20-F. These documents contain and identify other important
factors that could cause actual results to differ materially from those
contained in our projections or forward-looking statements. Stockholders and
other readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. We undertake
no obligation to update publicly or revise any forward-looking statement.
The names of actual companies and products mentioned herein may be the
trademarks of their respective owners.
RADVISION LTD.
Consolidated Statements of Income
(U.S. Dollars in thousands, except per share data)
Three months ended Nine months ended
September 30, September 30,
------------------------- -------------------------
2006 2005 2006 2005
------------ ------------ ------------ ------------
(Unaudited) (Unaudited)
------------------------- -------------------------
Revenues $ 23,622 $ 19,089 $ 65,762 $ 52,842
Cost of revenues 4,833 3,401 12,913 9,280
------------ ------------ ------------ ------------
Gross profit 18,789 15,688 52,849 43,562
------------ ------------ ------------ ------------
Operating costs
and expenses:
Research and
development 6,571 5,171 18,476 14,880
Marketing and
selling 7,635 6,165 22,801 17,928
General and
administrative 1,629 1,165 4,605 3,476
Patent
settlement
reserve 1,900 - 1,900 -
------------ ------------ ------------ ------------
Total operating
costs and
expenses 17,735 12,501 47,782 36,284
------------ ------------ ------------ ------------
Operating income 1,054 3,187 5,067 7,278
Financial income,
net 1,500 774 4,204 2,103
------------ ------------ ------------ ------------
Income before
taxes 2,554 3,961 9,271 9,381
Taxes on income,
net 569 11 1,178 41
------------ ------------ ------------ ------------
Net income $ 1,985 $ 3,950 $ 8,093 $ 9,340
============ ============ ============ ============
Basic net earnings
per Ordinary
share $ 0.09 $ 0.19 $ 0.37 $ 0.45
============ ============ ============ ============
Weighted Average
Number of Shares
Outstanding
During the Period
- Basic 22,082,339 21,220,854 22,097,909 20,976,682
============ ============ ============ ============
Diluted net
earnings per
Ordinary share $ 0.09 $ 0.18 $ 0.36 $ 0.42
============ ============ ============ ============
Weighted Average
Number of Shares
Outstanding
During the Period
- Diluted 22,589,133 22,065,259 22,719,826 22,039,798
============ ============ ============ ============
Reconciliation of GAAP to Non-GAAP operating results:
To supplement the consolidated financial statements presented in accordance with
generally accepted accounting principles ("GAAP"), the Company uses non-GAAP
measures of operating results, net income and earnings per share, which are
adjusted from results based on GAAP to exclude the expenses recorded for stock
compensation in accordance with SFAS 123(R). These non-GAAP financial measures
are provided to enhance overall understanding of the current financial
performance and prospects for the future. Specifically, the Company believes the
non-GAAP results provide useful information to both management, and investors as
these non-GAAP results exclude the expenses recorded for stock compensation in
accordance with SFAS 123(R) that the Company believes are not indicative of the
core operating results. Further, these non-GAAP results are one of the primary
indicators management uses for assessing the Company's performance, allocating
resources and planning and forecasting future periods. These measures should be
considered in addition to results prepared in accordance with GAAP, but should
not be considered a substitute for or superior to GAAP results. These non-GAAP
measures may be different than the non-GAAP measures used by other companies.
The following table reconciles the GAAP to non-GAAP operating results:
Three months ended September 30,
-----------------------------------------------
2006 2005
----------------------------------- -----------
Unaudited
-----------------------------------------------
Non-GAAP
GAAP adjustment GAAP
results to results
(as share-based Non-GAAP (as
reported) compensation results reported)
---------- ------------- ---------- -----------
Cost of revenues 4,833 99 4,734 3,401
Gross profit 18,789 99 18,888 15,688
Total operating costs
and expenses 17,735 1,116 16,619 12,501
Operating income 1,054 1,215 2,269 3,187
Income before taxes 2,554 1,215 3,769 3,961
Net income $ 1,985 $ 1,215 $ 3,200 $ 3,950
========== ============= ========== ===========
Basic net earnings per
Ordinary share $ 0.09 $ 0.06 $ 0.15 $ 0.19
========== ============= ========== ===========
Diluted net earnings
per Ordinary share $ 0.09 $ 0.05 $ 0.14 $ 0.18
========== ============= ========== ===========
Nine months ended September 30,
------------------------------------------------
2006 2005
------------------------------------ -----------
Unaudited
------------------------------------------------
Non-GAAP
GAAP adjustment GAAP
results to results
(as share-based Non-GAAP (as
reported) compensation results reported)
---------- ------------- ---------- -----------
Cost of revenues 12,913 264 12,649 9,280
Gross profit 52,849 264 53,113 43,562
Total operating costs
and expenses 47,782 3,194 44,588 36,284
Operating income 5,067 3,458 8,525 7,278
Income before taxes 9,271 3,458 12,729 9,381
Net income $ 8,093 $ 3,458 $ 11,551 $ 9,340
========== ============= ========== ===========
Basic net earnings
per Ordinary share $ 0.37 $ 0.15 $ 0.52 $ 0.45
========== ============= ========== ===========
Diluted net earnings
per Ordinary share $ 0.36 $ 0.15 $ 0.51 $ 0.42
========== ============= ========== ===========
RADVISION LTD.
Consolidated Balance Sheet
(U.S. Dollars in thousands)
September 30, December 31,
2006 2005
------------- -------------
ASSETS Unaudited Audited
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents *) $ 19,879 $ 32,927
Short-term bank deposits *) 35,859 17,503
Short-term marketable securities *) 35,285 46,015
Trade receivables, net 15,656 12,257
Other accounts receivable and prepaid
expenses 2,995 4,318
Inventories 3,110 2,593
------------- -------------
Total current assets 112,784 115,613
------------- -------------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term bank deposits *) 14,349 11,395
Long-term marketable securities *) 30,340 17,111
Severance pay fund 3,427 2,931
------------- -------------
Total long-term investments and
receivables 48,116 31,437
------------- -------------
Property and equipment, net 3,512 3,190
------------- -------------
Goodwill 2,966 2,966
------------- -------------
Intangible assets, net 2,723 3,542
------------- -------------
Total assets 170,101 $ 156,748
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 1,571 $ 1,783
Deferred revenues 9,176 8,533
Accrued expenses and other accounts
payable 14,551 12,122
------------- -------------
Total current liabilities 25,298 22,438
------------- -------------
Accrued severance pay 4,367 3,643
------------- -------------
Total liabilities 29,665 26,081
------------- -------------
SHAREHOLDERS' EQUITY:
Share capital 227 218
Additional paid-in capital 124,329 116,446
Treasury Stock (455,973 and 0 Ordinary
shares as of September 30, 2006 and
December 31, 2005 respectively) (5,661) -
Retained earnings 21,541 14,003
------------- -------------
Total shareholders' equity 140,436 130,667
------------- -------------
Total liabilities and shareholders'
equity 170,101 $ 156,748
============= =============
*) Total cash and liquid investments $ 135,712 $ 124,951
============= =============
Contact:
RADVISION Tsipi Kagan, +1 201-689-6340
Chief Financial Officer
cfo@radvision.com
or
Investor Relations:
Comm-Partners LLC
June Filingeri, +1 203-972-0186
junefil@optonline.net
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.
RADVISION LTD.
(Registrant)
By /s/Arnold Taragin
-----------------
Arnold Taragin
Corporate Vice President and General Counsel
Date: October 26, 2006