|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/05/12 Audiocodes Ltd 6-K 11/05/12 2:214K Vintage/FA |
Document/Exhibit Description Pages Size 1: 6-K Report of a Foreign Private Issuer HTML 14K 2: EX-1 Underwriting Agreement HTML 89K
Exhibit 1
P R E S S R E L E A S E
| Company Contacts | IR Agency Contact | |
|
Guy Avidan, AudioCodes Tel:
+972-3-976-4000 |
Shirley Nakar, Director, Investor Relations AudioCodes Tel: +972-3-976-4000 shirley@audiocodes.com |
Erik Knettel, Grayling Tel: +1-646-284-9415
|
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.
| AudioCodes Reports Third Quarter 2012 Results | Page 1 of 9 |
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 simultaneously Web cast. Investors are invited to listen to the call live via Web cast at the AudioCodes corporate website at www.audiocodes.com.
| AudioCodes Reports Third Quarter 2012 Results | Page 2 of 9 |
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
| AudioCodes Reports Third Quarter 2012 Results | Page 3 of 9 |
AUDIOCODES LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| September 30, | December 31, | |||||||
| 2012 | 2011 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 9,446 | $ | 28,257 | ||||
| Short-term and restricted bank deposits | 13,278 | 14,008 | ||||||
| Short-term marketable securities and accrued interest | 4,415 | 345 | ||||||
| Trade receivables, net | 26,904 | 30,923 | ||||||
| Other receivables and prepaid expenses | 6,885 | 4,477 | ||||||
| Deferred tax assets | 2,600 | 2,600 | ||||||
| Inventories | 18,732 | 20,415 | ||||||
| Total current assets | 82,260 | 101,025 | ||||||
| LONG-TERM INVESTMENTS: | ||||||||
| Long-term and restricted bank deposits | 7,530 | 9,120 | ||||||
| Long-term marketable securities | 19,421 | 23,823 | ||||||
| Investments in an affiliated company | 1,309 | 1,251 | ||||||
| Deferred tax assets | 2,600 | 2,600 | ||||||
| Severance pay funds | 15,063 | 15,410 | ||||||
| Total long-term assets | 45,923 | 52,204 | ||||||
| PROPERTY AND EQUIPMENT, NET | 3,922 | 3,368 | ||||||
| GOODWILL, INTANGIBLE ASSETS AND OTHER, NET | 35,234 | 36,080 | ||||||
| Total assets | $ | 167,339 | $ | 192,677 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current maturities of long-term bank loans | $ | 9,936 | $ | 10,243 | ||||
| Trade payables | 6,664 | 12,362 | ||||||
| Other payables and accrued expenses | 17,174 | 18,102 | ||||||
| Deferred revenues | 5,200 | 5,235 | ||||||
| Total current liabilities | 38,974 | 45,942 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Accrued severance pay | 15,450 | $ | 16,106 | |||||
| Long-term bank loans | 15,843 | 22,912 | ||||||
| Senior convertible notes | 353 | 353 | ||||||
| Deferred revenues and other liabilities | 878 | 1,345 | ||||||
| Total long-term liabilities | 32,524 | 40,716 | ||||||
| Total equity | 95,841 | 106,019 | ||||||
| Total liabilities and equity | $ | 167,339 | $ | 192,677 | ||||
| AudioCodes Reports Third Quarter 2012 Results | Page 4 of 9 |
AUDIOCODES LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except per share data
| Nine months ended | Three months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues | $ | 94,684 | $ | 118,604 | $ | 31,363 | $ | 36,049 | ||||||||
| Cost of revenues | 40,194 | 48,937 | 13,551 | 14,903 | ||||||||||||
| Gross profit | 54,490 | 69,667 | 17,812 | 21,146 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development, net | 22,446 | 23,909 | 7,201 | 7,939 | ||||||||||||
| Selling and marketing | 30,319 | 32,485 | 9,567 | 11,157 | ||||||||||||
| General and administrative | 6,481 | 6,854 | 2,278 | 2,408 | ||||||||||||
| Total operating expenses | 59,246 | 63,248 | 19,046 | 21,504 | ||||||||||||
| Operating income (loss) | (4,756 | ) | 6,419 | (1,234 | ) | (358 | ) | |||||||||
| Financial income (expenses), net | 366 | 516 | 231 | (127 | ) | |||||||||||
| Income (loss) before taxes on income | (4,390 | ) | 6,935 | (1,003 | ) | (485 | ) | |||||||||
| Taxes on income, net | (284 | ) | (193 | ) | (101 | ) | (46 | ) | ||||||||
| Equity in profit (losses) of an affiliated companies | (27 | ) | (248 | ) | (4 | ) | 4 | |||||||||
| Net income (loss) | $ | (4,701 | ) | $ | 6,494 | $ | (1,108 | ) | $ | (527 | ) | |||||
| Basic net earnings (loss) per share | $ | (0.12 | ) | $ | 0.16 | $ | (0.03 | ) | $ | (0.01 | ) | |||||
| Diluted net earnings (loss) per share | $ | (0.12 | ) | $ | 0.15 | $ | (0.03 | ) | $ | (0.01 | ) | |||||
| Weighted average number of shares used in computing basic net earnings (loss) per share (in thousands) | 39,523 | 41,553 | 38,673 | 41,718 | ||||||||||||
| Weighted average number of shares used in computing diluted net earnings (loss) per share (in thousands) | 39,523 | 42,110 | 38,673 | 41,718 | ||||||||||||
| AudioCodes Reports Third Quarter 2012 Results | Page 5 of 9 |
AUDIOCODES LTD. AND ITS SUBSIDIARIES
NON-GAAP PROFORMA STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except per share data
| Nine months ended | Three months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues | $ | 94,684 | $ | 118,604 | $ | 31,363 | $ | 36,049 | ||||||||
| Cost of revenues (1) (2) | 39,520 | 48,025 | 13,327 | 14,664 | ||||||||||||
| Gross profit | 55,164 | 70,579 | 18,036 | 21,385 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development, net (1) | 22,144 | 23,504 | 7,110 | 7,815 | ||||||||||||
| Selling and marketing (1) (2) | 29,707 | 31,473 | 9,342 | 10,883 | ||||||||||||
| General and administrative (1) | 6,026 | 6,310 | 2,129 | 2,244 | ||||||||||||
| Total operating expenses | 57,877 | 61,287 | 18,581 | 20,942 | ||||||||||||
| Operating income (loss) | (2,713 | ) | 9,292 | (545 | ) | 443 | ||||||||||
| Financial income (expenses), net | 366 | 516 | 231 | (127 | ) | |||||||||||
| Income (loss) before taxes on income | (2,347 | ) | 9,808 | (314 | ) | 316 | ||||||||||
| Taxes on income, net | (284 | ) | (193 | ) | (101 | ) | (46 | ) | ||||||||
| Equity in profit (losses) of an affiliated companies | (27 | ) | (248 | ) | (4 | ) | 4 | |||||||||
| Net income (loss) | $ | (2,658 | ) | $ | 9,367 | $ | (419 | ) | $ | 274 | ||||||
| Diluted net earnings (loss) per share | $ | (0.07 | ) | $ | 0.22 | $ | (0.01 | ) | $ | 0.01 | ||||||
| Weighted average number of shares used in computing diluted net earnings (loss) per share (in thousands) | 39,523 | 42,589 | 38,673 | 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.
| AudioCodes Reports Third Quarter 2012 Results | Page 6 of 9 |
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
| Nine months ended | Three months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| GAAP net income (loss) | $ | (4,701 | ) | $ | 6,494 | $ | (1,108 | ) | $ | (527 | ) | |||||
| GAAP net earnings (loss) per share | $ | (0.12 | ) | $ | 0.15 | $ | (0.03 | ) | $ | (0.01 | ) | |||||
| Cost of revenues: | ||||||||||||||||
| Stock-based compensation (1) | 56 | 97 | 18 | 33 | ||||||||||||
| Amortization expenses (2) | 618 | 815 | 206 | 206 | ||||||||||||
| 674 | 912 | 224 | 239 | |||||||||||||
| Research and development, net: | ||||||||||||||||
| Stock-based compensation (1) | 302 | 405 | 91 | 124 | ||||||||||||
| Selling and marketing: | ||||||||||||||||
| Stock-based compensation (1) | 384 | 784 | 149 | 198 | ||||||||||||
| Amortization expenses (2) | 228 | 228 | 76 | 76 | ||||||||||||
| 612 | 1,012 | 225 | 274 | |||||||||||||
| General and administrative: | ||||||||||||||||
| Stock-based compensation (1) | 455 | 544 | 149 | 164 | ||||||||||||
| Non-GAAP net income (loss) | $ | (2,658 | ) | $ | 9,367 | $ | (419 | ) | $ | 274 | ||||||
| Non-GAAP Diluted net earnings (loss) per share | $ | (0.07 | ) | $ | 0.22 | $ | (0.01 | ) | $ | 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.
| AudioCodes Reports Third Quarter 2012 Results | Page 7 of 9 |
AUDIOCODES LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
U.S. dollars in thousands
| Nine months ended | Three months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| ( Unaudited) | ( Unaudited) | ( Unaudited) | ( Unaudited) | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net income (loss) | $ | (4,701 | ) | $ | 6,494 | $ | (1,108 | ) | $ | (527 | ) | |||||
| Adjustments required to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
| Depreciation and amortization | 2,136 | 2,522 | 735 | 721 | ||||||||||||
| Amortization of marketable securities premiums and accretion of discounts, net | 327 | 306 | 110 | 110 | ||||||||||||
| Equity in losses (profit) of affiliated companies and interest on loans to affiliated company | 14 | 248 | (9 | ) | (4 | ) | ||||||||||
| Decrease in accrued severance pay, net | (309 | ) | (50 | ) | (89 | ) | (5 | ) | ||||||||
| Stock-based compensation expenses | 1,197 | 1,831 | 407 | (76 | ) | |||||||||||
| Decrease (increase) in accrued interest on marketable securities, bank deposits and structured notes | 5 | (181 | ) | - | (3 | ) | ||||||||||
| Decrease (increase) in trade receivables, net | 4,019 | (*)(5,526 | ) | 219 | (*)1,718 | |||||||||||
| Decrease (increase) in other receivables and prepaid expenses | (2,408 | ) | (*)(1,397 | ) | (895 | ) | (*)1,431 | |||||||||
| Decrease (increase) in inventories | 1,683 | (*)(2,177 | ) | 838 | (*)(2,131 | ) | ||||||||||
| Decrease in trade payables | (5,698 | ) | (2,470 | ) | (462 | ) | (1,174 | ) | ||||||||
| Increase (decrease) in deferred revenues | 285 | (*)2,045 | (868 | ) | (*)1,246 | |||||||||||
| Decrease in other payables and accrued expenses | (1,789 | ) | (6,942 | ) | (123 | ) | (1,711 | ) | ||||||||
| Net cash used in operating activities | (5,239 | ) | (5,297 | ) | (1,245 | ) | (405 | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||||||
| Purchase of marketable securities | - | (24,402 | ) | - | - | |||||||||||
| Short-term deposits, net | 730 | (16,735 | ) | (959 | ) | (17,744 | ) | |||||||||
| Investment in affiliated company, net | (72 | ) | - | (22 | ) | - | ||||||||||
| Proceeds from long-term bank deposits | 1,590 | - | 600 | - | ||||||||||||
| Purchase of property and equipment | (1,844 | ) | (1,263 | ) | (674 | ) | (434 | ) | ||||||||
| Net cash provided by (used in) investing activities | 404 | (42,400 | ) | (1,055 | ) | (18,178 | ) | |||||||||
| (*) Reclassified | ||||||||||||||||
| AudioCodes Reports Third Quarter 2012 Results | Page 8 of 9 |
AUDIOCODES LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
U.S. dollars in thousands
| Nine 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 | ||||||||
| AudioCodes Reports Third Quarter 2012 Results | Page 9 of 9 |
| This ‘6-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/12 | 20-F | |||
| Filed on / For Period End: | 11/5/12 | |||
| 10/1/12 | ||||
| 9/30/12 | ||||
| 6/30/12 | ||||
| 9/30/11 | ||||
| List all Filings | ||||