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 November 2007
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 2007 Results dated
November 1, 2007.
ITEM 1
Press Release Source: RADVISION
RADVISION Reports Third Quarter 2007 Results
Thursday November 1, 8:00 am ET
Revenues of $20.7 Million Are in Line with Revised Forecast
TEL AVIV, Israel--(BUSINESS WIRE)--RADVISION(R) (Nasdaq: RVSN - News) today
announced that revenues for the third quarter of 2007 were $20.7 million, which
is in line with the Company's revised forecast reported on October 1. This
compares to revenues of $23.6 million reported in the third quarter of 2006.
The Company incurred an operating loss of $1.4 million for the third quarter of
2007 compared with operating income of $1.1 million in the third quarter of
2006. Excluding the effects of stock-based compensation expense related to the
adoption of FAS123R in both periods, non-GAAP operating income was breakeven in
the third quarter of 2007 compared with operating income of $2.3 million in
third quarter of 2006.
Net income for the third quarter of 2007 was $0.2 million, or $0.01 per diluted
share, compared with $2.0 million, or $0.09 per diluted share, in the 2006 third
quarter. Excluding the effect of stock-based compensation expense (which
amounted to $1.4 million or $0.06 per diluted share in the 2007 third quarter
and $1.2 million or $0.05 per diluted share in the 2006 third quarter), non-GAAP
net income for the third quarter of 2007 was $1.6 million, or $0.07 per diluted
share, compared with $3.2 million, or $0.14 per diluted share, reported in the
third quarter of 2006.
Business unit revenues for the third quarter of 2007 consisted of $14.4 million
in Networking Business Unit (NBU) sales compared with $17.7 million in the third
quarter of 2006, and $6.3 million in Technology Business Unit (TBU) sales
compared with $5.9 million in the 2006 third quarter.
For the first nine months of 2007, revenues were $69.7 million, operating income
was $2.2 million and net income was $7.4 million or $0.33 per diluted share.
This compares with revenues of $65.8 million, operating income of $5.1 million
and net income of $8.1 million or $0.36 per diluted share in the first nine
months of 2006. Excluding the effect of stock-based compensation expense (which
amounted to $4.1 million or $0.17 per diluted share in the first nine months of
2007 and $3.5 million or $0.15 per diluted share for the first nine months of
2006), non-GAAP operating income for the first nine months of 2007 was $6.3
million and net income was $11.5 million or $0.50 per diluted share compared
with non-GAAP operating income of $8.5 million and net income of $11.6 million
or $0.51 per diluted share for the first nine months of 2006.
The Company ended the third quarter of 2007 with approximately $135.2 million in
cash and liquid investments, equivalent to $6.21 per basic share, an increase of
$3.3 million from June 30, 2007. The increase reflects cash flow from operating
activities of $9.4 million and proceeds of $0.9 million from the exercise of
options offset in part by the use of $6.3 million for the repurchase of 361,240
Company shares and $0.7 million of capital expenditures.
Boaz Raviv, Chief Executive Officer, commented: "Despite better-than-expected
revenues for our TBU, on-target sales through our channel partner Cisco, and
accomplishments company-wide, our performance in the third quarter of 2007 did
not match our original expectations. This was due to slippage of some expected
sales and the fact that our High Definition SCOPIA(R) Platform did not yet offer
Continuous Presence, which resulted in lost potential sales in the third
quarter, as we previously reported.
"We were pleased to announce earlier this week that our SCOPIA V5.5 platform
with HD Continuous Presence has now been released. Our SCOPIA MCU utilizes
shared encoder technology that allows us to provide very high quality High
Definition, while keeping its price in the range of Standard Definition MCUs.
SCOPIA V5.5 also offers what no other comparable product can - SCOPIA Desktop,
which makes it a complete Unified Communications solution.
"We now plan to focus on strengthening our reseller channel while fully
supporting our OEM relationships. We believe our advantage as an independent
network provider combined with the strength of our product portfolio will enable
us to be successful in this effort, although we are realistic that it will take
time to reach our goals.
"Our fourth quarter forecast is based on this realism as well as our expectation
that our sales through Cisco and those for our mobile product line and our TBU
products will be in line with those of the third quarter of 2007.
Mr. Raviv concluded: "We are fully determined to get back on track with our
growth trend. We expect to do so no later than the second half of 2008. We are
fully confident in our ultimate success."
Guidance
The following statements are forward-looking, and actual results may differ
materially.
The Company expects revenues for the fourth quarter of 2007 to be approximately
$22.0 million and net income to approximate $1.2 million or $0.06 per diluted
share. This includes stock-based compensation expense related to the adoption of
FAS123R of $1.4 million or $0.06 per diluted share. Excluding this item, fourth
quarter 2007 non-GAAP net income is expected to be $2.6 million or $0.12 per
diluted share. That compares to fourth quarter 2006 revenues of $25.3 million
and net income of $7.2 million or $0.31 per diluted share, which included a tax
benefit of $2.1 million, equivalent to $0.09 per diluted share. It also included
stock-based compensation expense related to the adoption of FAS123R of $1.3
million or $0.06 per diluted share. Excluding the effect of stock-based
compensation expense, net income for the fourth quarter of 2006 was $8.5 million
or $0.37 per diluted share. (Full details 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 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.
Third Quarter 2007 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its third quarter 2007 results
and fourth quarter 2007 outlook, today, Thursday, November 1, 2007 at 9:00 a.m.
(Eastern). To access the conference call, please dial 1-888-790-1752
(International dialers may call +1-210-234-8001) 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 8th. To access the replay, please
dial 1-800-846-6092 (International dialers may call +1-402-998-1136).
The PowerPoint presentation highlighting key financial metrics as well as the
fourth quarter 2007 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 November 1st 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.
CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands, except per share data
Three months ended Nine months ended
September 30, September 30,
------------------------- ------------------------
2007 2006 2007 2006
---------- ---------- ---------- ----------
Unaudited
------------------------------------------------------
Revenues $ 20,708 $ 23,622 $ 69,667 $ 65,762
Cost of revenues 4,017 4,833 13,855 12,913
----- ----- ------ ------
Gross profit 16,691 18,789 55,812 52,849
------ ------ ------ ------
Operating costs and expenses:
Research and development 7,504 6,571 22,819 18,476
Marketing and selling 7,944 7,635 24,120 22,801
General and administrative 2,615 1,629 6,665 4,605
Patent settlement reserve - 1,900 - 1,900
----- ----- ----- -----
Total operating costs and expenses 18,063 17,735 53,604 47,782
------ ------ ------ ------
Operating income (loss) (1,372) 1,054 2,208 5,067
Financial income, net 1,483 1,500 5,013 4,204
----- ----- ----- -----
Income before taxes on income 111 2,554 7,221 9,271
Taxes benefit (expense) 123 (569) 180 (1,178)
--- ---- --- ------
Net income $ 234 $ 1,985 $ 7,401 $ 8,093
========== ========== ========== ==========
Basic net earnings per Ordinary share $ 0.01 $ 0.09 $ 0.33 $ 0.37
========== ========== ========== ==========
Weighted Average Number of Shares Outstanding 21,761,491 22,082,339 22,108,888 22,097,909
During the Period - Basic ========== ========== ========== ==========
Diluted net earnings per Ordinary share $ 0.01 $ 0.09 $ 0.33 $ 0.36
========== ========== ========== ==========
Weighted Average Number of Shares Outstanding 22,231,239 22,589,133 22,770,996 22,719,826
During the Period - Diluted ========== ========== ========== ==========
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 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, 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 $ 111 $ 1,404 $ 1,515
Net income $ 234 $ 1,404 $ 1,638
=========== ============ ==========
Basic net earnings per Ordinary share $ 0.01 $ 0.07 $ 0.08
=========== ============ ==========
Diluted net earnings per Ordinary $ 0.01 $ 0.06 $ 0.07
share =========== ============ ==========
Three months ended
September 30, 2006
------------------------------------------
(Unaudited)
------------------------------------------
Non-GAAP
adjustment Non-GAAP
GAAP results share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 18,789 $ 99 $ 18,888
Total operating costs and expenses $ 17,735 $ 1,116 $ 16,619
Operating income $ 1,054 $ 1,215 $ 2,269
Income before taxes on income $ 2,554 $ 1,215 $ 3,769
Net income $ 1,985 $ 1,215 $ 3,200
============ ============ ==========
Basic net earnings per Ordinary share $ 0.09 $ 0.06 $ 0.15
============ ============ ==========
Diluted net earnings per Ordinary $ 0.09 $ 0.05 $ 0.14
share ============ ============ ==========
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except per share data
Nine months ended
September 30, 2007
------------------------------------------
(Unaudited)
------------------------------------------
Non-GAAP
adjustment Non-GAAP
GAAP results share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 55,812 $ 280 $ 56,092
Total operating costs and expenses $ 53,604 $ 3,788 $ 49,816
Operating income $ 2,208 $ 4,068 $ 6,276
Income before taxes on income $ 7,221 $ 4,068 $ 11,289
Net income $ 7,401 $ 4,068 $ 11,469
============ ============ ==========
Basic net earnings per Ordinary share $ 0.33 $ 0.19 $ 0.52
============ ============ ==========
Diluted net earnings per Ordinary $ 0.33 $ 0.17 $ 0.50
share ============ ============ ==========
Nine months ended
September 30, 2006
------------------------------------------
(Unaudited)
------------------------------------------
Non-GAAP
adjustment Non-GAAP
GAAP results share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 52,849 $ 264 $ 53,113
Total operating costs and expenses $ 47,782 $ 3,194 $ 44,588
Operating income $ 5,067 $ 3,458 $ 8,525
Income before taxes on income $ 9,271 $ 3,458 $ 12,729
Net income $ 8,093 $ 3,458 $ 11,551
============ ============ ==========
Basic net earnings per Ordinary share $ 0.37 $ 0.15 $ 0.52
============ ============ ==========
Diluted net earnings per Ordinary $ 0.36 $ 0.15 $ 0.51
share ============ ============ ==========
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except per share data
September 30, December 31,
2007 2006
------------- ------------
Unaudited
-------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents *) $ 31,434 $ 23,110
Short-term bank deposits *) 42,780 48,357
Short-term held-to-maturity marketable
securities *) 39,100 36,048
Trade receivables 13,930 12,866
Other accounts receivable and prepaid expenses 4,694 5,838
Inventories 1,706 2,979
----- -----
Total current assets 133,644 129,198
------- -------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term bank deposits *) - 11,365
Long-term held-to-maturity marketable securities *) 21,899 26,691
Long-term prepaid expenses 1,703 -
Severance pay fund 4,442 3,481
Long-term deferred tax asset 3,363 2,797
----- -----
Total long-term investments and receivables 31,407 44,334
------ ------
Property and equipment, net 5,463 3,609
----- -----
Goodwill 2,966 2,966
----- -----
Other intangible assets, net 1,634 2,452
----- -----
Total assets $ 175,114 $ 182,559
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 3,096 $ 2,919
Deferred revenues 5,394 8,748
Accrued expenses and other accounts payable 12,621 13,870
------ ------
Total current liabilities 21,111 25,537
------ ------
Accrued severance pay 5,581 4,417
----- -----
Total liabilities 26,692 29,954
------ ------
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value 234 228
Additional paid-in capital 133,971 126,944
Treasury stock (17,653) (1,670)
Accumulated other comprehensive income 431 -
Retained earnings 31,439 27,103
------ ------
Total shareholders' equity 148,422 152,605
------- -------
Total liabilities and shareholders'
equity $ 175,114 $ 182,559
========= =========
*) Total cash and liquid investments $ 135,213 $ 145,571
========= =========
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Nine months ended
September 30,
------------------
2007 2006
------- --------
Unaudited
------------------
Cash flows from operating activities:
-------------------------------------
Net income $ 7,401 $ 8,093
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,891 2,097
Accrued interest and amortization of premium on held-to-maturity
marketable securities and bank deposits, net (276) (967)
Amortization of deferred stock compensation 4,068 3,458
Gain on sale of property and equipment - (22)
Increase in trade receivables, net (1,064) (3,399)
Decrease in other accounts receivable and prepaid expenses 2,528 1,362
Decrease (increase) in inventories 1,273 (517)
Increase in long-term prepaid expenses (1,703) -
Increase in deferred tax asset (1,637) (54)
Increase (decrease) in trade payables 177 (212)
Increase (decrease) in deferred revenues (3,354) 643
Increase (decrease) in other accounts payable and accrued expenses (1,249) 2,429
Accrued severance pay, net 203 228
--- ---
Net cash provided by operating activities 9,258 13,139
----- ------
Cash flows from investing activities:
-------------------------------------
Proceeds from redemption of held-to-maturity marketable securities 40,230 41,804
Purchase of held-to-maturity marketable securities (38,148) (43,998)
Proceeds from withdrawal of bank deposits 103,334 10,161
Purchase of bank deposits (86,458) (30,809)
Purchase of property and equipment (3,927) (1,600)
Proceeds from sale of property and equipment - 22
------ ------
Net cash provided by (used in) investing activities 15,031 (24,420)
------ -------
Cash flows from financing activities:
-------------------------------------
Purchase of treasury stock (22,982) (6,993)
Exercise of options by employees 6,892 4,508
Tax benefit related to exercise of stock options 125 718
--- ---
Net cash provided by financing activities (15,965) (1,767)
------- ------
Increase (decrease) in cash and cash equivalents 8,324 (13,048)
Cash and cash equivalents at beginning of period 23,110 32,927
------ ------
Cash and cash equivalents at end of period $ 31,434 $ 19,879
======== ========
Supplemental disclosure of non-cash flows from investing
--------------------------------------------------------
and financing activities:
-------------------------
Receivables on account of shares $ 118 $ -
======== ========
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
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: November 2, 2007