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 2008
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, 333-127013 and 333-141654.
RADVision Ltd.
6-K Items
1. Press release re Radvision Reports Third Quarter 2008 Results dated
October 30, 2008.
ITEM 1
Corporate Contacts: Investor Relations:
Adi Sfadia June Filingeri
Chief Financial Officer Comm-Partners LLC
RADVISION +1 203-972-0186
+1 201-689-6340 junefil@optonline.net
cfo@radvision.com
RADVISION REPORTS THIRD QUARTER 2008 RESULTS
TEL AVIV, October 30, 2008 -- RADVISION(R) (Nasdaq: RVSN) reported today that
revenues for the third quarter of 2008 increased 4% to $21.6 million compared
with $20.7 million reported in the third quarter of 2007.
The Company incurred an operating loss of $4.3 million for the third quarter of
2008 compared with an operating loss of $1.4 million in the third quarter of
2007. Excluding the effects of stock-based compensation expense related to the
adoption of FAS123R in both periods, the non-GAAP operating loss was $2.6
million in the third quarter of 2008 while the Company was breakeven on the
operating income line in third quarter of 2007.
The net loss for the third quarter of 2008 was $4.5 million, or $0.22 per
diluted share, compared with net income of $0.2 million, or $0.01 per diluted
share, in the third quarter of 2007. Excluding the effect of stock-based
compensation expense (which amounted to $1.7 million or $0.08 per diluted share
in the third quarter of 2008 and $1.4 million or $0.06 per diluted share in the
third quarter of 2007) and an other than temporary impairment of
available-for-sale Auction Rate Securities (which amounted to $1.1 million or
$0.05 per diluted share in the third quarter of 2008), the non-GAAP net loss for
the third quarter of 2008 was $1.7 million, or $0.09 per diluted share, compared
with non-GAAP net income of $1.6 million, or $0.07 per diluted share, in the
third quarter of 2007.
The Company noted that turmoil in the credit markets in September resulted in a
further decline in the valuation of the Auction Rate Securities in its portfolio
and led to the unexpected addition to its impairment charge for
available-for-sale marketable securities in the third quarter of 2008.
The Company had forecasted that revenues for the third quarter of 2008 would
approximate $21.5 million and that the net loss would be approximately $3.6
million, or $0.18 per diluted share, including stock-based compensation expense
of $1.3 million, or $0.07 per diluted share. Excluding this item, the non-GAAP
net loss for the third quarter of 2008 was expected to approximate $2.3 million,
or $0.11 per diluted share.
Business unit revenues for the third quarter of 2008 consisted of $17.3 million
in Networking Business Unit (NBU) sales compared with $14.4 million in the third
quarter of 2007, and $4.3 million in Technology Business Unit (TBU) sales
compared with $6.3 million in the third quarter of 2007. The Company had
forecasted NBU revenues of $16.0 million and TBU revenues of $5.5 million for
the third quarter of 2008.
For the nine months of 2008, revenues were $62.0 million, the operating loss was
$12.7 million and the net loss was $11.5 million, or $0.55 per diluted share.
This compares with revenues of $69.3 million, operating income of $1.9 million,
and net income of $7.1 million, or $0.31 per diluted share, in the nine months
of 2007. Excluding the effect of stock-based compensation expense (which
amounted to $4.3 million or $0.21 per diluted share in the nine months of 2008
and $4.1 million or $0.18 per diluted share in the nine months of 2007) and an
other than temporary impairment of available-for-sale Auction Rate Securities
(which amounted to $1.5 million or $0.07 per diluted share in the nine months of
2008), the non-GAAP operating loss for the nine months of 2008 was $8.5 million
and the net loss was $5.7 million, or $0.27 per diluted share, compared with
non-GAAP operating income of $6.0 million and net income of $11.2 million, or
$0.49 per diluted share, for the nine months of 2007.
The Company ended the third quarter of 2008 with approximately $121.6 million in
cash and liquid investments, equivalent to $6.00 per basic share, a decrease of
$1.9 million from June 30, 2008. The decrease reflects the use of $2.1 million
for the repurchase of 308,840 Company shares and $0.5 million of capital
expenditures, offset by an increase of $0.7 million in cash flow provided by
operating activities, which includes a current estimate of an other than
temporary impairment of available for sale Auction Rate Securities held for
investment in the amount of $1.1 million.
Boaz Raviv, Chief Executive Officer, commented: "We continued to make progress
in the third quarter in executing our plan to resume revenue growth and return
to profitability. This progress was especially evident in our Networking
Business Unit, where our intensified investments in our technology, in our
partner relationships and in expanding our channel network, along with an
emphasis on the Enterprise market, are producing tangible results.
"Our NBU revenues exceeded our forecast in the third quarter, in part because of
better than expected revenues from our channel partner Cisco. These included
additional sales to Cisco of the new audio visual product we developed for them
and that they began shipping at the end of the quarter, as well as new sales to
DISA for an incremental project in the DVS-II program. The balance of our NBU
revenues also showed strong growth in the quarter, with revenues from our other
OEM partners, LifeSize and AETHRA, important contributors to our results.
"Last week, we demonstrated the latest advancements to our award-winning SCOPIA
Desktop, including high definition motion video and high definition data
sharing. Now SCOPIA Desktop users can send HD business quality video from a PC
with a standard consumer USB web camera and data sharing has the crystal clarity
of HD. Our SCOPIA Desktop is bundled with our highly successful SCOPIA 5.6
platform and it continues to be a market differentiator for RADVISION. Over
24,000 SCOPIA Desktop ports have been licensed since its introduction 15 months
ago.
"The performance of our Technology Business Unit did not meet our forecast for
the third quarter, due to some deal slippage but also because of the timing of
revenue recognition for several projects. We did complete several important
sales in the quarter including one with one of the largest and most
distinguished vendors in China for our IMS Express and another with a dominant
publishing and media software company in the Americas that selected our SIP and
streaming technology for its next generation multimedia clients. We are fully
focused on getting our TBU back on its planned revenue track."
Mr. Raviv concluded: "As our forecast indicates, we expect to make additional
progress in the fourth quarter, with 4% sequential revenue growth and a
continued reduction of our non-GAAP net loss. While the current economic turmoil
and uncertainty are posing challenges to all companies, we believe the
consistent execution of our plan has placed us in a much stronger position. This
is also a time of opportunity because of the benefits of videoconferencing in
increasing efficiency, reducing travel and other costs, and improving
environmental impact. We expect mission critical projects to proceed as planned
and are optimistic that additional enterprises will make video deployment an
important priority."
Guidance
The following statements are forward-looking, and actual results may differ
materially.
The Company expects to report revenues for the fourth quarter of 2008 of
approximately $22.5 million and a net loss of approximately $1.9 million or
$0.09 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, the non-GAAP net loss for the fourth quarter 2008 is expected to be
$0.6 million or $0.03 per diluted share. That compares to revenues for the
fourth quarter of 2007 of $22.3 million and net income of $2.5 million or $0.11
per diluted share, which included stock-based compensation expense related to
the adoption of FAS123R of $1.4 million or $0.07 per diluted share. Excluding
the effect of stock-based compensation expense, net income for the fourth
quarter of 2007 was $3.8 million or $0.18 per diluted share. (Full details of
the Company's forecast are available on the Company's web site at
www.radvision.com.)
GAAP versus NON-GAAP Presentation
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 other than temporary impairment
of available-for-sale marketable securities and the expenses recorded for stock
compensation in accordance with SFAS 123R. 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 other than temporary impairment of available-for-sale
marketable securities and the expenses recorded for stock compensation in
accordance with SFAS 123R 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 from the non-GAAP measures used by other companies.
Third Quarter 2008 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its third quarter 2008 results
and fourth quarter outlook, today, Thursday, October 30, at 9:00 a.m. (Eastern).
To access the conference call, please dial 1-877-601-3546 (International dialers
may call +1-210-839-8500) by 8:45 a.m. (Eastern). 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 11:00 p.m. (Eastern) on November 6th. To access the replay,
please dial 1-800-285-9206 (International dialers may call +1-203-369-3223).
The PowerPoint presentation highlighting key financial metrics as well as the
fourth quarter 2008 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 30th and will be archived on the website until
the end of the fourth quarter.
About RADVISION
RADVISION (Nasdaq: RVSN) 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.
- TABLES FOLLOW -
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
Three months ended Nine months ended
September 30, September 30,
--------------------------- ----------------------------
2008 2007 2008 2007
------------ ------------- ------------- -------------
Unaudited
---------------------------------------------------------
Revenues $ 21,555 $ 20,708 $ 62,007 $ 69,267
Cost of revenues 4,903 4,017 13,728 13,724
------------ ------------- ------------- -------------
Gross profit 16,652 16,691 48,279 55,543
------------ ------------- ------------- -------------
Operating costs and expenses:
Research and development, net 9,752 7,504 27,125 22,819
Marketing and selling 8,565 7,944 26,978 24,120
General and administrative 2,653 2,615 6,905 6,665
------------ ------------- ------------- -------------
Total operating costs and expenses 20,970 18,063 61,008 53,604
------------ ------------- ------------- -------------
Operating income (loss) (4,318) (1,372) (12,729) 1,939
Financial income (expense), net (61) 1,486 1,395 5,013
------------ ------------- ------------- -------------
Income (loss) before taxes on income (4,379) 114 (11,334) 6,952
Taxes benefit (expense) (128) 122 (119) 180
------------ ------------- ------------- -------------
Net income (loss) $ (4,507) $ 236 $ (11,453) $ 7,132
============ ============= ============= =============
Basic net earnings (loss) per Ordinary
share $ (0.22) $ 0.01 $ (0.55) $ 0.32
============ ============= ============= =============
Weighted Average Number of Shares
Outstanding During the Period - Basic 20,250,322 21,761,491 20,670,135 22,108,888
============ ============= ============= =============
Diluted net earnings (loss) per
Ordinary share $ (0.22) $ 0.01 $ (0.55) $ 0.31
============ ============= ============= =============
Weighted Average Number of Shares
Outstanding During the Period -
Diluted 20,250,322 22,231,239 20,670,135 22,770,996
============ ============= ============= =============
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
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 other than temporary impairment
of available for sale marketable securities and the expenses recorded for stock
compensation in accordance with SFAS 123R. 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 other than temporary impairment of available for sale
marketable securities and the expenses recorded for stock compensation in
accordance with SFAS 123R 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, 2008
-------------------------------------------------
(Unaudited)
-------------------------------------------------
Non-GAAP
GAAP results Non-GAAP (*) results
(as reported) Pro Forma
--------------- ---------------- --------------
Gross profit $ 16,652 $ 95 $ 16,747
Total operating costs and expenses $ 20,970 $ (1,593) $ 19,377
Operating loss $ (4,318) $ 1,688 $ (2,630)
Loss before taxes on income $ (4,379) $ 2,758 $ (1,621)
Net loss $ (4,507) $ 2,758 $ (1,749)
=============== ================ ==============
Basic net loss per Ordinary share $ (0.22) $ 0.13 $ (0.09)
=============== ================ ==============
Diluted net loss per Ordinary share $ (0.22) $ 0.13 $ (0.09)
=============== ================ ==============
(*) Adjustment for share-based compensation and other than temporary impairment
of available for sale marketable securities.
Three months ended
September 30, 2007
-------------------------------------------------
(Unaudited)
-------------------------------------------------
Non-GAAP
adjustment Non-GAAP
GAAP results share-based results
(as reported) compensation Pro Forma
--------------- ---------------- --------------
Gross profit $ 16,691 $ 92 $ 16,783
Total operating costs and expenses $ 18,063 $ (1,312) $ 16,751
Operating income (loss) $ (1,372) $ 1,404 $ 32
Income before taxes on income $ 114 $ 1,404 $ 1,518
Net income $ 236 $ 1,404 $ 1,640
=============== ================ ==============
Basic net earnings per Ordinary share $ 0.01 $ 0.07 $ 0.08
=============== ================ ==============
Diluted net earnings per Ordinary share $ 0.01 $ 0.06 $ 0.07
=============== ================ ==============
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
Reconciliation of GAAP to NON-GAAP Operating Results
Nine months ended
September 30, 2008
-------------------------------------------------
(Unaudited)
-------------------------------------------------
Non-GAAP
GAAP results Non-GAAP (*) results
(as reported) Pro Forma
--------------- ---------------- --------------
Gross profit $ 48,279 $ 290 $ 48,569
Total operating costs and expenses $ 61,008 $ (3,968) $ 57,040
Operating loss $ (12,729) $ 4,258 $ (8,471)
Loss before taxes on income $ (11,334) $ 5,775 $ (5,559)
Net loss $ (11,453) $ 5,775 $ (5,678)
=============== ================ ==============
Basic net loss per Ordinary share $ (0.55) $ 0.28 $ (0.27)
=============== ================ ==============
Diluted net loss per Ordinary share $ (0.55) $ 0.28 $ (0.27)
=============== ================ ==============
(*) Adjustment for share-based compensation and other than temporary impairment
of available for sale marketable securities.
Nine months ended
September 30, 2007
-------------------------------------------------
(Unaudited)
-------------------------------------------------
Non-GAAP
adjustment Non-GAAP
GAAP results share-based results
(as reported) compensation Pro Forma
--------------- ---------------- --------------
Gross profit $ 55,543 $ 280 $ 55,823
Total operating costs and expenses $ 53,604 $ (3,788) $ 49,816
Operating income $ 1,939 $ 4,068 $ 6,007
Income before taxes on income $ 6,952 $ 4,068 $ 11,020
Net income $ 7,132 $ 4,068 $ 11,200
=============== ================ ==============
Basic net earnings per Ordinary share $ 0.32 $ 0.19 $ 0.51
=============== ================ ==============
Diluted net earnings per Ordinary share $ 0.31 $ 0.18 $ 0.49
=============== ================ ==============
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
September 30, December 31,
2008 2007
------------- --------------
Unaudited Audited
------------- --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents *) $ 31,670 $ 45,370
Short-term bank deposits *) 36,284 42,242
Short-term marketable securities *) 15,446 28,037
Trade receivables 14,106 15,011
Other accounts receivable and prepaid expenses 7,339 8,464
Inventories 983 1,691
--------- ---------
Total current assets 105,828 140,815
--------- ---------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term marketable securities *) 38,181 15,093
Long-term prepaid expenses 1,363 1,618
Severance pay fund 5,871 4,555
Long-term deferred tax asset 3,782 3,394
--------- ---------
Total long-term investments and receivables 49,197 24,660
--------- ---------
Property and equipment, net 5,490 5,237
--------- ---------
Goodwill 2,966 2,966
--------- ---------
Other intangible assets, net 544 1,362
--------- ---------
Total assets $ 164,025 $ 175,040
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 1,656 $ 2,389
Deferred revenues 7,787 6,829
Accrued expenses and other accounts payable 15,677 12,607
--------- ---------
Total current liabilities 25,120 21,825
--------- ---------
Accrued severance pay 7,022 5,656
--------- ---------
Total liabilities 32,142 27,481
--------- ---------
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value 234 234
Additional paid-in capital 139,585 135,327
Treasury stock (30,155) (21,662)
Accumulated other comprehensive income 99 55
Retained earnings 22,120 33,605
--------- ---------
Total shareholders' equity 131,883 147,559
--------- ---------
Total liabilities and shareholders' equity $ 164,025 $ 175,040
========= =========
*) Total cash and liquid investments $ 121,581 $ 130,742
========= =========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands
Nine months ended
September 30,
-----------------------
2008 2007
----------- ----------
Unaudited
-----------------------
Cash flows from operating activities:
Net income (loss) $ (11,453) $ 7,132
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,905 2,891
Accrued interest, amortization of premium and accretion of
discount on marketable securities and bank deposits, net 1,796 (276)
Stock- based compensation 4,258 4,068
Gain on sale of property and equipment (6) -
Decrease (increase) in trade receivables, net 905 (1,064)
Decrease in other accounts receivable and prepaid expenses 857 2,528
Decrease in inventories 708 1,142
Decrease (increase) in long-term prepaid expenses 255 (1,703)
Increase in deferred tax asset (258) (1,637)
Increase (decrease) in trade payables (733) 177
Increase (decrease) in deferred revenues 958 (2,954)
Increase (decrease) in accrued expenses and other
accounts payable 3,070 (1,249)
Accrued severance pay, net 50 203
--------- ---------
Net cash provided by operating activities 3,312 9,258
--------- ---------
Cash flows from investing activities:
Proceeds from redemption of marketable securities 42,182 40,230
Purchase of marketable securities (53,780) (38,148)
Proceeds from withdrawal of bank deposits 117,018 103,334
Purchase of bank deposits (111,573) (86,458)
Purchase of property and equipment (2,340) (3,927)
Proceeds from sale of property and equipment 6 -
--------- ---------
Net cash provided by (used in) investing activities (8,487) 15,031
--------- ---------
Cash flows from financing activities:
Purchase of treasury stock (8,549) (22,982)
Issuance of Ordinary shares and treasury stock for cash
upon exercise of options 24 6,892
Tax benefit related to exercise of stock options - 125
--------- ---------
Net cash used in financing activities (8,525) (15,965)
--------- ---------
Decrease in cash and cash equivalents (13,700) (8,324)
Cash and cash equivalents at beginning of period 45,370 23,110
--------- ---------
Cash and cash equivalents at end of period $ 31,670 $ 31,434
========= =========
Supplemental disclosure of non-cash flows from
investing and financing activities:
Receivables on account of shares $ - $ 118
========= =========
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.
RADVISION LTD.
(Registrant)
By /s/ Rael Kolevsohn
------------------
Rael Kolevsohn
Corporate Vice President and General Counsel
Date: October 30, 2008