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 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 Second Quarter 2008 Results dated
July 31, 2008.
ITEM 1
Press Release Source: RADVISION
RADVISION Reports Second Quarter 2008 Results
Thursday July 31, 8:00 am ET
TEL AVIV, Israel--(BUSINESS WIRE)--RADVISION(R) (Nasdaq: RVSN - News) today
reported that revenues for the second quarter of 2008 were $20.8 million
compared with $24.7 million reported in the second quarter of 2007.
The Company incurred an operating loss of $4.3 million for the second quarter of
2008 compared with operating income of $1.7 million in the second 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 $3.0
million in the second quarter of 2008 compared with operating income of $3.1
million in second quarter of 2007.
The net loss for the second quarter of 2008 was $3.9 million, or $0.19 per
diluted share, compared with net income of $3.6 million, or $0.16 per diluted
share, in the second quarter of 2007. Excluding the effect of stock-based
compensation expense (which amounted to $1.3 million or $0.06 per diluted share
in the second quarters of both 2008 and 2007) and an other than temporary
impairment of available-for-sale marketable securities (which amounted to $0.4
million or $0.03 per diluted share in the second quarter of 2008), the non-GAAP
net loss for the second quarter of 2008 was $2.2 million, or $0.10 per diluted
share, compared with non-GAAP net income of $5.0 million, or $0.22 per diluted
share, in the second quarter of 2007.
The Company had forecasted that revenues for the second quarter of 2008 would
approximate $20.5 million and that the net loss would be approximately $3.6
million, or $0.17 per diluted share, including stock-based compensation expense
of $1.3 million, or $0.06 per diluted share, related to the adoption of FAS123R.
Excluding this item, the non-GAAP loss for the second quarter of 2008 was
expected to approximate $2.3 million, or $0.11 per diluted share.
Business unit revenues for the second quarter of 2008 consisted of $15.5 million
in Networking Business Unit (NBU) sales compared with $18.8 million in the
second quarter of 2007, and $5.3 million in Technology Business Unit (TBU) sales
compared with $5.9 million in the second quarter of 2007. The Company had
forecasted NBU revenues of $15.0 million and TBU revenues of $5.5 million for
the second quarter of 2008.
For the first six months of 2008, revenues were $40.5 million, the operating
loss was $8.4 million and the net loss was $6.9 million, or $0.33 per diluted
share. This compares with revenues of $48.6 million, operating income of $3.3
million, and net income of $6.9 million, or $0.30 per diluted share, in the
first six months of 2007. Excluding the effect of stock-based compensation
expense (which amounted to $2.6 million or $0.12 per diluted in the first six
months of 2008 and $2.7 million or $0.11 per diluted in the first six months of
2007) and an other than temporary impairment of available-for-sale marketable
securities (which amounted to $0.4 million or $0.02 per diluted share in the
first six months of 2008), 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, compared with non-GAAP operating income of $6.0 million and net income of
$9.6 million, or $0.41 per diluted share, for the first six months of 2007.
The Company ended the second quarter of 2008 with approximately $123.5 million
in cash and liquid investments, equivalent to $5.98 per basic share, a decrease
of $4.1 million from March 31, 2008. The decrease reflects the use of $2.9
million for the repurchase of 408,199 Company shares, $0.9 million of capital
expenditures and a decrease of $0.3 million in cash flow used in operating
activities, which includes a current estimate of an other than temporary decline
in Auction Rate Securities held for investment in the amount of $0.2 million.
Boaz Raviv, Chief Executive Officer, commented: "In the second quarter of 2008,
we continued to execute our intensive plan to reassert our technology leadership
and deepen our partner and reseller relationships. Our plan has required
heightened investment in OPEX spending, which was in line with our forecast in
the second quarter, as were our overall results.
"A major outcome of our R&D investment was the introduction in June of Version
5.6 of our SCOPIA platform that has important advances including high definition
videoconferencing to the desktop through our SCOPIA Desktop browser-based plug
in, and adds recording, playback and content management to SCOPIA's streaming
capabilities. The market response has been very positive. This week, we
announced the general availability of Version 3.0 of our SCOPIA Interactive
Video Platform, with enhanced scalability, port density and performance as well
as a PC web-embedded video add-on and pre-installed software and applications
for "solution in a box" deployment.
"Our past investment in technology and partner support benefited our second
quarter revenues, leading to stronger than expected results for our NBU. This
was mainly due to higher than forecasted sales to our channel partner Cisco,
which included demo equipment for a new product that we had in development for
them. U.S. Federal sales also were higher than expected in the second quarter
and our sales through LifeSize showed very strong sequential growth. These
positive contributors more than offset a temporary fall-off in revenues from a
partner in Europe and a quiet quarter in APAC, although sales in China, Korea
and Southeast Asia did well.
"Our second quarter TBU revenues benefited from strong year over year growth in
our ProLab Testing Suite and SIP, but were slightly lower than forecast due to
slippage of a few deals into the third quarter. As part of our strategic plan,
we are combining the technology leadership of our TBU with an expanded marketing
focus and new business initiatives. These include the introduction of our first
TBU product targeted to the Enterprise market, eVident, which enables
enterprises and system integrators to test the quality of the videoconference
experience and do advanced trouble shooting."
Mr. Raviv concluded: "We are focused on making continued progress in
implementing our plan and expect to achieve further improvement in revenues in
the Third Quarter. However, the pace of that improvement is not as fast as we
had targeted. Although we have adjusted our OPEX budget in light of this, the
devaluation of the dollar is inflating those costs substantially. We have
decided to make the necessary expenditures to continue our progress and
ultimately reach our goal. That may push our return to profitability into early
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 2008 of
approximately $21.5 million and a net loss of approximately $3.6 million or
$0.18 per diluted share. This includes stock-based compensation expense related
to the adoption of FAS123R of $1.3 million or $0.07 per diluted share. Excluding
this item, the non-GAAP net loss for the third quarter 2008 is expected to be
$2.3 million or $0.11 per diluted share. That compares to revenues for the third
quarter of 2007 of $20.7 million and net income of $0.2 million or $0.01 per
diluted share, which included stock-based compensation expense of $1.4 million
or $0.06 per diluted share related to the adoption of FAS123R. Excluding the
effect of stock-based compensation expense, net income for the third quarter of
2007 was $1.6 million or $0.07 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 other than temporary impairment
of available-for-sale marketable securities and 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 other than temporary impairment of
available-for-sale marketable securities and 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 from the non-GAAP
measures used by other companies.
Second Quarter 2008 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its second quarter 2008 results
and third quarter outlook, today, Thursday, July 31, 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 7th. To access the replay,
please dial 1-800-272-5957 (International dialers may call +1-402-220-9718).
The PowerPoint presentation highlighting key financial metrics as well as the
third 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 July 31st and will be archived on the website until
the end of the third 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.
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
Three months ended Six months ended
June 30, June 30,
--------------------------------- ----------------------------------
2008 2007 2008 2007
--------------- --------------- ---------------- ---------------
Unaudited
----------------------------------------------------------------------
Revenues $ 20,845 $ 24,694 $ 40,452 $ 48,559
Cost of revenues 4,628 4,833 8,825 9,707
------------ ------------ ------------ ------------
Gross profit 16,217 19,861 31,627 38,852
------------ ------------ ------------ ------------
Operating costs and expenses:
Research and development 9,233 7,650 17,373 15,315
Marketing and selling 9,030 8,183 18,413 16,176
General and administrative 2,253 2,292 4,252 4,050
------------ ------------ ------------ ------------
Total operating costs and expenses 20,516 18,125 40,038 35,541
------------ ------------ ------------ ------------
Operating income (loss) (4,299) 1,736 (8,411) 3,311
Financial income, net 412 1,806 1,456 3,527
------------ ------------ ------------ ------------
Income (loss) before taxes on income (3,887) 3,542 (6,955) 6,838
Taxes benefit 12 84 9 58
------------ ------------ ------------ ------------
Net income (loss) $ (3,875) $ 3,626 $ (6,946) $ 6,896
============ ============ ============ ============
Basic net earnings (loss) per Ordinary share $ (0.19) $ 0.16 $ (0.33) $ 0.31
============ ============ ============ ============
Weighted Average Number of Shares Outstanding
During the Period - Basic 20,637,359 22,255,258 20,880,041 22,282,586
============ ============ ============ ============
Diluted net earnings (loss) per Ordinary share $ (0.19) $ 0.16 $ (0.33) $ 0.30
============ ============ ============ ============
Weighted Average Number of Shares Outstanding
During the Period - Diluted 20,637,359 22,945,898 20,880,041 23,040,875
============ ============ ============ ============
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 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 other than temporary impairment of
available-for-sale marketable securities and 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
June 30, 2008
------------------------------------------------------------
(Unaudited)
------------------------------------------------------------
GAAP results Non-GAAP Non-GAAP
adjustment
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)
======== ======== ========
Three months ended
June 30, 2007
------------------------------------------------------------
(Unaudited)
------------------------------------------------------------
GAAP results Non-GAAP Non-GAAP
adjustment
share-based results
(as reported) compensation Pro Forma
------------------- ------------------ -----------------
Gross profit $19,861 $ 92 $19,953
Total operating costs and expenses $18,125 $(1,242) $16,883
Operating income $ 1,736 $ 1,334 $ 3,070
Income before taxes on income $ 3,542 $ 1,334 $ 4,876
Net income $ 3,626 $ 1,334 $ 4,960
======= ======= =======
Basic net earnings per Ordinary share $ 0.16 $ 0.06 $ 0.22
======= ======= =======
Diluted net earnings per Ordinary share $ 0.16 $ 0.06 $ 0.22
======= ======= =======
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
Six months ended
June 30, 2008
------------------------------------------------------------
(Unaudited)
------------------------------------------------------------
GAAP results Non-GAAP Non-GAAP
adjustment
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)
======== ======== ========
Six months ended
June 30, 2007
------------------------------------------------------------
(Unaudited)
------------------------------------------------------------
GAAP results Non-GAAP Non-GAAP
adjustment
share-based
compensation and
patent
settlement results
(as reported) reserve Pro Forma
------------------- ------------------ -----------------
Gross profit $38,852 $ 188 $39,040
Total operating costs and expenses $35,541 $(2,476) $33,065
Operating income $ 3,311 $ 2,664 $ 5,975
Income before taxes on income $ 6,838 $ 2,664 $ 9,502
Net income $ 6,896 $ 2,664 $ 9,560
======= ======= =======
Basic net earnings per Ordinary share $ 0.31 $ 0.12 $ 0.43
======= ======= =======
Diluted net earnings per Ordinary share $ 0.30 $ 0.11 $ 0.41
======= ======= =======
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
June 30, December 31,
2008 2007
------------------ -----------------
Unaudited Audited
------------------ -----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents *) $ 22,460 $ 45,370
Short-term bank deposits *) 40,847 42,242
Short-term marketable securities *) 11,603 28,037
Trade receivables 15,627 15,011
Other accounts receivable and prepaid expenses 7,447 8,464
Inventories 1,088 1,691
--------- ---------
Total current assets 99,072 140,815
--------- ---------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term bank deposits *) 5,280 -
Long-term marketable securities *) 43,274 15,093
Long-term prepaid expenses 1,448 1,618
Severance pay fund 5,571 4,555
Long-term deferred tax asset 3,700 3,394
--------- ---------
Total long-term investments and receivables 59,273 24,660
--------- ---------
Property and equipment, net 5,738 5,237
--------- ---------
Goodwill 2,966 2,966
--------- ---------
Other intangible assets, net 816 1,362
--------- ---------
Total assets $ 167,865 $ 175,040
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 2,287 $ 2,389
Deferred revenues 7,839 6,829
Accrued expenses and other accounts payable 14,417 12,607
--------- ---------
Total current liabilities 24,543 21,825
--------- ---------
Accrued severance pay 6,714 5,656
--------- ---------
Total liabilities 31,257 27,481
--------- ---------
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value 234 234
Additional paid-in capital 137,898 135,327
Treasury stock (28,022) (21,662)
Accumulated other comprehensive income (129) 55
Retained earnings 26,627 33,605
--------- ---------
Total shareholders' equity 136,608 147,559
--------- ---------
Total liabilities and shareholders' equity $ 167,865 $ 175,040
========= =========
*) Total cash and liquid investments $ 123,464 $ 130,742
========= =========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands
Six months ended
June 30,
----------------------------------
2008 2007
---------------- ----------------
Unaudited
----------------------------------
Cash flows from operating activities:
Net income (loss) $ (6,946) $ 6,896
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,916 1,843
Accrued interest, amortization of premium and accretion of discount
on marketable securities and bank deposits, net 858 (141)
Stock- based compensation 2,571 2,664
Gain on sale of property and equipment (6) -
Tax benefit relating to loss carryforwards resulting from
exercise of stock options - (167)
Increase in trade receivables, net (616) (4,859)
Decrease in other accounts receivable and prepaid expenses 657 864
Decrease in inventories 603 314
Increase (decrease) in long-term prepaid expenses 170 (1,788)
Increase in deferred tax asset (183) (1,125)
Decrease in trade payables (102) (787)
Increase (decrease) in deferred revenues 1,010 (1,584)
Increase (decrease) in accrued expenses and other accounts payable 1,810 (2,375)
Accrued severance pay, net 42 303
-------- --------
Net cash provided by operating activities 1,784 58
-------- --------
Cash flows from investing activities:
Proceeds from redemption of marketable securities 38,382 26,631
Purchase of marketable securities (50,380) (30,548)
Proceeds from withdrawal of bank deposits 72,924 84,107
Purchase of bank deposits (77,363) (76,827)
Purchase of property and equipment (1,871) (3,269)
Proceeds from sale of property and equipment 6 -
-------- --------
Net cash provided by (used in) investing activities (18,302) 94
-------- --------
Cash flows from financing activities:
Purchase of treasury stock (6,416) (16,714)
Issuance of Ordinary shares and treasury stock for
cash upon exercise of options 24 5,950
Tax benefit related to exercise of stock options - 167
-------- --------
Net cash used in financing activities (6,392) (10,597)
-------- --------
Decrease in cash and cash equivalents (22,910) (10,445)
Cash and cash equivalents at beginning of period 45,370 23,110
-------- --------
Cash and cash equivalents at end of period $ 22,460 $ 12,665
======== ========
Supplemental disclosure of non-cash flows from investing
and financing activities:
Receivables on account of shares $ - $ 44
======== ========
Contact:
RADVISION
Adi Sfadia, Chief Financial Officer, +1 201-689-6340
cfo@radvision.com
or
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: July 31, 2008