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 July 2009
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. 333-127013, 333-141654, 333-155442 and
333-155444.
RADVision Ltd.
6-K Items
1. Press release re RADVISION Reports On-Target Revenues, Return to
Operating Profitability in Second Quarter of 2009 dated July 30, 2009.
ITEM 1
RADVISION
PRESS RELEASE
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 ON-TARGET REVENUES, RETURN TO OPERATING
PROFITABILITY IN SECOND QUARTER OF 2009
- Revenues Are $19.6 Million -
- Operating Income is $0.4 Million; Non-GAAP Operating Income is $1.5 Million -
- GAAP EPS is $0.02; Non-GAAP EPS is $0.08 -
TEL AVIV, July 30, 2009 -- RADVISION(R) (Nasdaq: RVSN) reported today that
revenues for the second quarter of 2009 were $19.6 million compared with
revenues of $20.8 million in the second quarter of 2008.
The Company returned to operating profitability in the second quarter of 2009 as
forecasted, with operating income of $0.4 million compared with an operating
loss of $4.3 million in the second quarter of 2008. On a non-GAAP basis,
operating income was $1.5 million in the second quarter of 2009 compared with an
operating loss of $3.0 million in second quarter of 2008, excluding the effects
of stock-based compensation expense in accordance with SFAS 123R in both
periods.
Net income for the second quarter of 2009 was $0.4 million, or $0.02 per diluted
share, compared with a net loss of $3.9 million, or $0.19 per share, in the
second quarter of 2008. On non-GAAP basis, net income for the second quarter of
2009 was $1.6 million, or $0.08 per diluted share, excluding stock-based
compensation expense of $1.1 million equivalent to $0.06 per diluted share. This
compares with a non-GAAP net loss of $2.2 million or $0.10 per share in second
quarter of 2008, which excludes stock-based compensation expense of $1.3 million
and a loss of $0.4 million due to the write-down of certain Auction Rate
Securities, with the total of $1.7 million equivalent to $0.09 per diluted
share.
Total revenues for the second quarter of 2009 consisted of $15.0 million for the
Networking Business Unit (NBU) and $4.6 million for the Technology Business Unit
(TBU) compared with $15.5 million for the NBU and $5.3 million for the TBU
reported in the second quarter of 2008.
For the first six months of 2009, revenues were $37.9 million, the operating
loss was $0.9 million and the net loss was $0.4 million, or $0.02 per diluted
share. This compares with revenues of $40.5 million, an operating loss of $8.4
million, and a net loss of $6.9 million, or $0.33 per diluted share, in the
first six months of 2008. On a non-GAAP basis, the Company had operating income
of $1.3 million and net income of $2.1 million or $0.11 per diluted share for
the first six months of 2009. This excludes the effect of stock-based
compensation expense of $2.3 million and a loss of $0.2 million due to the
write-down of certain Auction Rate Securities, with the total of $2.5 million
equivalent to $0.13 per diluted share. The non-GAAP operating loss for the first
six months of 2008 was $5.8 million and the net loss was $3.9 million, or $0.19
per diluted share. This excludes stock-based compensation expense of $2.6
million and a loss of $0.4 million due to the write-down of certain Auction Rate
Securities, with the total of $3.0 million equivalent to $0.14 per diluted
share.
The Company ended the second quarter of 2009 with approximately $118.1 million
in cash and liquid investments, equivalent to $6.08 per basic share, an increase
of $0.5 million from March 31, 2009. The increase reflects $1.0 million provided
by operating activities offset by $0.5 million used for capital expenditures.
Boaz Raviv, Chief Executive Officer, commented: "Returning to operating
profitability in the second quarter was an important next step in the plan we
announced 18 months ago to restore profitable growth. To accomplish our plan, we
completed an accelerated investment in R&D and marketing and sales in 2008,
which enabled us to reach an important new milestone in the second quarter of
2009 in our objective to reassert our technology leadership.
"That milestone was the introduction of SCOPIA 7.0, a powerful combination of
products for scalable and affordable High Definition (HD) videoconferencing.
SCOPIA 7.0 includes our Next Generation videoconferencing MCU, the SCOPIA Elite,
an entirely new architecture utilizing the latest in DSP technologies and
supporting high-end HD up to full 1080p resolution, as well as our Scalable
Video Coding (SVC) technology along with other enhancements to our desktop and
recording product lines. We also introduced an exciting and potentially
revolutionary new product, the VC240, which our Technology Business Unit
developed with Samsung, the world leader in LCD screen technology. The VC240 is
an all-in-one desktop device that integrates advanced HD videoconferencing into
a high-resolution multimedia LCD monitor. Because the VC240 processes full HD
video within the device, it can operate independently of the PC and can be used
as a desktop videophone without having to boot up the PC. Samsung and RADVISION
are first to market with such an all-in-one desktop unit at an affordable price,
about one-third of any competing Executive Desktop product, which could help
commoditize and democratize videoconferencing.
"We also made further progress in broadening and deepening our partner
relationships in the second quarter of 2009 including Alcatel-Lucent, building
upon our video solution for MyTeamwork and our already productive marketing
relationship. IBM Japan announced the launch in May of their Desktop Video
Enterprise Services through IBM Global Services based on the full line of
RADVISION products including the SameTime integration with SCOPIA Desktop. Our
OEM partner LifeSize will include SCOPIA Elite in their product line. We had
strong revenues from our largest partner Cisco in the second quarter and
certification of SCOPIA 7.0 for Cisco is underway.
"In addition to its enormous achievement in co-developing the VC240, our TBU had
several important deals in the second quarter demonstrating how we are extending
our TBU market solutions beyond standard applications to provide solutions in
projects for voice and video clients and Unified Communications client
solutions."
Boaz Raviv, Chief Executive Officer, concluded: "The second quarter of 2009
reflects a period of exciting innovation and continued strategy execution for
our Company. In the third quarter, we are focusing on the very important and
demanding next step of rolling out our new products to all our OEM partners,
which entails certifying each product in each of our OEM partner's environments.
We plan to finish the certification and customization of SCOPIA Elite and SCOPIA
7.0 for our partners by the fourth quarter and expect sales from those products
to begin ramping up at the time. We expect the VC240 to be generally available
at the end of September.
"As a result of this timetable and recognizing that the recessionary environment
is continuing to delay some major deals, we expect to achieve a modest
sequential increase in revenues with stronger growth in operating income in the
third quarter of 2009, followed by a return to year-over-year revenue growth and
greater profitability in the final quarter of 2009."
Guidance
The following statements are forward-looking, and actual results may differ
materially.
The Company expects to report revenues for the third quarter of 2009 of
approximately $20.0 million and net income of approximately $0.6 million or
$0.03 per diluted share. This includes stock-based compensation expense in
accordance with SFAS 123R of $1.2 million or $0.06 per diluted share. Excluding
this item, non-GAAP net income for the third quarter of 2009 is expected to be
$1.8 million or $0.09 per diluted share. That compares to revenues in the third
quarter of 2008 of $21.6 million and a net loss of $4.5 million or $0.22 per
diluted share, including stock-based compensation expense of $1.7 million and a
loss of $1.1 million due to the write-down of certain Auction Rate Securities,
with the total of $2.8 million equivalent to $0.13 per diluted share. Excluding
the effect of these items, the net loss for the third quarter of 2008 was $1.7
million or $0.09 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 net profit and loss from 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.
Second Quarter 2009 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its second quarter 2009 results
and third quarter outlook, today, Thursday, July 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 August 6th. To access the replay,
please dial 1-888-562-5414 (International dialers may call +1-203-369-3762).
The PowerPoint presentation highlighting key financial metrics as well as the
third quarter 2009 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 July 30th and will be archived on the website until
the end of the third 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 OPERATIONS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
Three months ended Six months ended
June 30, June 30,
---------------------------- -----------------------------
2009 2008 2009 2008
------------ ------------ ------------ -------------
Unaudited
-------------------------------------------------------------
Revenues $ 19,582 $ 20,845 $ 37,881 $ 40,452
Cost of revenues 4,224 4,628 8,335 8,825
------------ ------------ ------------ ------------
Gross profit 15,358 16,217 29,546 31,627
------------ ------------ ------------ ------------
Operating costs and expenses:
Research and development 6,733 9,233 13,817 17,373
Marketing and selling 6,911 9,030 13,996 18,413
General and administrative 1,297 2,253 2,679 4,252
------------ ------------ ------------ ------------
Total operating costs and expenses 14,941 20,516 30,492 40,038
------------ ------------ ------------ ------------
Operating income (loss) 417 (4,299) (946) (8,411)
Financial income, net 372 412 1,004 1,456
------------ ------------ ------------ ------------
Income (loss) before taxes on income 789 (3,887) 58 (6,955)
Taxes benefit (taxes on income) (353) 12 (459) 9
------------ ------------ ------------ ------------
Net income (loss) $ 436 $ (3,875) $ (401) $ (6,946)
============ ============ ============ ============
Basic net earnings (loss) per Ordinary share $ 0.02 $ (0.19) $ (0.02) $ (0.33)
============ ============ ============ ============
Weighted Average Number of Shares Outstanding
During the Period - Basic 19,429,130 20,637,359 19,496,699 20,880,041
============ ============ ============ ============
Diluted net earnings (loss) per Ordinary share $ 0.02 $ (0.19) $ (0.02) $ (0.33)
============ ============ ============ ============
Weighted Average Number of Shares Outstanding
During the Period - Diluted 19,518,982 20,637,359 19,496,699 20,880,041
============ ============ ============ ============
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
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 (loss) and earnings (loss) per share,
which are adjusted from results based on GAAP to exclude net loss from 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
June 30, 2009
---------------------------------------------
(Unaudited)
---------------------------------------------
Non-GAAP
adjustment
GAAP results share-based Non-GAAP
(as reported) compensation results
------------- ------------ --------
Gross profit $15,358 $ 83 $15,441
Total operating costs and expenses $14,941 $(1,034) $13,907
Operating income $ 417 $ 1,117 $ 1,534
Income before taxes on income $ 789 $ 1,117 $ 1,906
Net income $ 436 $ 1,117 $ 1,553
======= ======= =======
Basic net earnings per Ordinary share $ 0.02 $ 0.06 $ 0.08
======= ======= =======
Diluted net earnings per Ordinary share $ 0.02 $ 0.06 $ 0.08
======= ======= =======
Three months ended
June 30, 2009
---------------------------------------------
(Unaudited)
---------------------------------------------
Non-GAAP
adjustment Non-GAAP
GAAP results share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 16,217 $ 94 $ 16,311
Total operating costs and expenses $ 20,516 $ (1,173) $ 19,343
Operating loss $ (4,299) $ 1,267 $ (3,032)
Loss before taxes on income $ (3,887) $ 1,713 $ (2,174)
Net loss $ (3,875) $ 1,713 $ (2,162)
======== ======== ========
Basic net loss per Ordinary share $ (0.19) $ 0.09 $ (0.10)
======== ======== ========
Diluted net loss per Ordinary share $ (0.19) $ 0.09 $ (0.10)
======== ======== ========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
Six months ended
June 30, 2009
---------------------------------------------
(Unaudited)
---------------------------------------------
Non-GAAP
adjustment Non-GAAP
GAAP results share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 29,546 $ 178 $ 29,724
Total operating costs and expenses $ 30,492 $ (2,107) $ 28,385
Operating income (loss) $ (946) $ 2,285 $ 1,339
Income before taxes on income $ 58 $ 2,544 $ 2,602
Net income (loss) $ (401) $ 2,544 $ 2,143
======== ======== ========
Basic net income (loss) per Ordinary share $ (0.02) $ 0.13 $ 0.11
======== ======== ========
Diluted net income (loss) per Ordinary share $ (0.02) $ 0.13 $ 0.11
======== ======== ========
Six months ended
June 30, 2009
---------------------------------------------
(Unaudited)
---------------------------------------------
Non-GAAP
adjustment Non-GAAP
GAAP results share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 31,627 $ 195 $ 31,822
Total operating costs and expenses $ 40,038 $ (2,376) $ 37,662
Operating loss $ (8,411) $ 2,571 $ (5,840)
Loss before taxes on income $ (6,955) $ 3,017 $ (3,938)
Net loss $ (6,946) $ 3,017 $ (3,929)
======== ======== ========
Basic net loss per Ordinary share $ (0.33) $ 0.14 $ (0.19)
======== ======== ========
Diluted net loss per Ordinary share $ (0.33) $ 0.14 $ (0.19)
======== ======== ========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
June 30, December 31,
2009 2008
--------------- --------------
Unaudited Audited
--------------- --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents *) $ 23,547 $ 37,872
Short-term bank deposits *) 67,810 52,026
Short-term marketable securities *) 15,276 14,350
Trade receivables, net 15,651 14,118
Other accounts receivable and prepaid expenses 5,974 6,102
Inventories 1,119 1,185
--------- ---------
Total current assets 129,377 125,653
--------- ---------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term marketable securities *) 11,495 17,005
Long-term prepaid expenses 1,108 1,278
Severance pay fund 5,331 4,591
Long-term deferred tax asset 5,269 4,995
--------- ---------
Total long-term investments and receivables 23,203 27,869
--------- ---------
Property and equipment, net 4,828 5,428
--------- ---------
Goodwill 2,966 2,966
--------- ---------
Other intangible assets, net - 272
--------- ---------
Total assets $ 160,374 $ 162,188
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 2,333 $ 2,052
Deferred revenues 7,319 8,309
Accrued expenses and other accounts payable 13,919 16,389
--------- ---------
Total current liabilities 23,571 26,750
--------- ---------
Accrued severance pay 6,488 5,855
--------- ---------
Total liabilities 30,059 32,605
--------- ---------
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value 234 234
Additional paid-in capital 143,648 141,107
Treasury stock (33,847) (32,733)
Accumulated other comprehensive income (1,129) 348
Retained earnings 21,409 20,627
--------- ---------
Total shareholders' equity 130,315 129,583
--------- ---------
Total liabilities and shareholders' equity $ 160,374 $ 162,188
========= =========
*) Total cash and liquid investments $ 118,128 $ 121,253
========= =========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands
Six months ended
June 30,
----------------------------------
2009 2008
---------------- ----------------
Unaudited
----------------------------------
Cash flows from operating activities:
Net loss $ (401) $ (6,946)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,702 1,916
Accrued interest, amortization of premium and accretion of
discount on marketable securities and bank deposits, net 93 858
Stock -based compensation 2,285 2,571
Gain on sale of property and equipment - (6)
Tax benefit relating to loss carryforwards resulting from
exercise of stock options (256) (182)
Decrease in trade receivables, net (1,533) (616)
Decrease (increase) in other accounts receivable and
prepaid expenses (681) 657
Decrease in inventories 66 603
Decrease in long-term prepaid expenses 170 170
Decrease (increase) in deferred tax asset 116 (183)
Increase (decrease) in trade payables 281 (102)
Increase (decrease) in deferred revenues (990) 1,010
Increase (decrease) in other accrued expenses and accounts
payable (2,069) 1,810
Accrued severance pay, net (243) 42
-------- --------
Net cash provided by (used in) operating activities (1,460) 1,602
-------- --------
Cash flows from investing activities:
Proceeds from redemption of marketable securities 14,870 38,382
Purchase of marketable securities (10,260) (50,380)
Proceeds from withdrawal of bank deposits 49,979 72,924
Purchase of bank deposits (65,751) (77,363)
Purchase of property and equipment (830) (1,871)
Proceeds from sale of property and equipment - 6
-------- --------
Net cash used in investing activities (11,992) (18,302)
-------- --------
Cash flows from financing activities:
Purchase of treasury stock (1,141) (6,416)
Issuance of Ordinary shares and treasury stock for
cash upon exercise of options 12 24
Tax benefit related to exercise of stock options 256 182
-------- --------
Net cash used in financing activities (873) (6,210)
-------- --------
Decrease in cash and cash equivalents (14,325) (22,910)
Cash and cash equivalents at beginning of period 37,872 45,370
-------- --------
Cash and cash equivalents at end of period $ 23,547 $ 22,460
======== ========
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: July 30, 2009