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 May 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 First Quarter 2009 Results dated
May 5, 2009.
ITEM 1
Corporate Contacts: Investor Relations:
Adi Sfadia June Filingeri
Chief Financial Officer Comm-Partners LLC
RADVISION +1 203-972-0186
+1 201-689-6340 junefil@optonline.net
cfo@radvision.com
RADVISION REPORTS FIRST QUARTER 2009 RESULTS
- Revenues Are $18.3 Million -
- GAAP Net Loss Is $0.04 per Diluted Share -
- Non-GAAP Net Income Is $0.03 per Diluted Share -
- Company Expects Return to Operating Profitability in 2Q09 -
- 2Q09 Forecast is for GAAP EPS of $0.01; Non-GAAP EPS of $0.07 -
TEL AVIV, May 5, 2009 -- RADVISION(R) (Nasdaq: RVSN) reported today that
revenues for the first quarter of 2009 were $18.3 million compared with revenues
of $19.6 million in the first quarter of 2008.
The operating loss for the first quarter of 2009 was $1.4 million compared with
an operating loss of $4.1 million in the first quarter of 2008. On a non-GAAP
basis, the operating loss was $0.2 million for the first quarter of 2009
compared with $2.8 million for first quarter of 2008, excluding the effects of
stock-based compensation expense related to the adoption of FAS123R in both
periods.
The net loss for the first quarter of 2009 was $0.8 million, or $0.04 per
diluted share, compared with a net loss of $3.1 million, or $0.15 per diluted
share, in the first quarter of 2008.
The Company returned to profitability on non-GAAP basis in the first quarter of
2009, with net income of $0.6 million, or $0.03 per diluted share. This excludes
stock-based compensation expense of $1.2 million and a loss of $0.3 million due
to the write-down of certain Auction Rate Securities, with the total of $1.4
million equivalent to $0.07 per diluted share. In the first quarter of 2008, the
Company incurred a non-GAAP net loss of $1.8 million, or $0.08 per diluted
share, excluding stock-based compensation expense of $1.3 million, or $0.07 per
diluted share.
The Company had forecast that sales would be $19 million for the first quarter
of 2009, the net loss would be $1.0 million or $0.05 per diluted share and that
non-GAAP net income would be $0.3 million or $0.02 per diluted share. The
non-GAAP forecast excluded stock-based compensation expense of $1.3 million, or
$0.07 per diluted share.
Total revenues for the first quarter of 2009 consisted of $13.6 million for the
Networking Business Unit (NBU) and $4.7 million for the Technology Business Unit
(TBU). This compares with $14.1 million for the NBU and $5.5 million for the TBU
reported in the first quarter of 2008.
The Company ended the first quarter of 2009 with approximately $117.7 million in
cash and liquid investments, equivalent to $6.01 per basic share, a decrease of
$3.6 million from December 31, 2008. The decrease reflects the use of $1.1
million for the repurchase of 204,833 Company shares, $0.3 million of capital
expenditures, and a decrease in cash provided by operating activities of $2.1
million.
Boaz Raviv, Chief Executive Officer, commented: "We reached our goal of
returning to profitability on a non-GAAP basis in the first quarter of 2009 even
though our revenues were 4% lower than expected because of below forecast sales
of our Networking Business Unit. The improvement in our profitability was made
possible by the planned reduction in our operating expenses, following a year of
accelerated investment to advance our technology, and deepen and broaden our
channel relationships, which has produced significant results.
"Our NBU revenues in the first quarter were impacted by an extended sales cycle
especially in the U.S. due to economic uncertainty. In addition, we were
affected by more conservative than expected inventory management by Cisco in the
first quarter, although we were engaged together in important projects in the
Federal and healthcare markets, among others. We have also received a very
favorable response to the Next Generation solution Cisco recently introduced -
HD quality video integrated with WebEx, based on RADVISION technology. The
balance of our NBU revenues increased 5% year over year, and included record
results with our partners IBM and LifeSize.
"The revenues of our Technology Business Unit were higher than forecasted for
the first quarter. We continued to gain traction in bringing more integrated and
turnkey solutions to the market in the quarter including the introduction with
Texas Instruments of a High Definition video engine based on our new BEEHD
software platform and TI's DSPs. The solution offers developers a fast and
cost-effective way to embed high definition video into a full range of endpoints
for consumer electronics and enterprise markets.
Mr. Raviv concluded: "Although the current environment remains challenging, we
believe the continued execution of our strategy will enable us to move forward
with our plan to resume profitable growth. An important next step is to restore
our operating profitability, which we expect to achieve in the second quarter,
accompanied by sequential growth in our revenues. We plan to further advance
RADVISION's market position through technology leadership, the price/value
advantage of our products and the strength of our partnerships."
Guidance
The following statements are forward-looking, and actual results may differ
materially.
The Company expects to report revenues for the second quarter of 2009 of
approximately $19.5 million and net income approximately $0.3 million or $0.01
per diluted share. This includes stock-based compensation expense related to the
adoption of FAS123R of $1.2 million or $0.06 per diluted share. Excluding this
item, non-GAAP net income for the second quarter of 2009 is expected to be $1.5
million or $0.07 per diluted share. That compares to revenues for the second
quarter of 2008 of $20.8 million and a net loss of $3.9 million or $0.19 per
diluted share, including stock-based compensation expense of $1.3 million or
$0.07 per diluted share and an other than temporary impairment of
available-for-sale marketable securities totaling $0.4 million or $0.02 per
diluted share. Excluding the effect of these items, the net loss for the second
quarter of 2008 was $2.2 million or $0.10 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.
First Quarter 2009 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its first quarter 2009 results
and second quarter outlook, today, Tuesday, May 5, 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 May 11th. To access the replay,
please dial 1-800-879-7617 (International dialers may call +1-203-369-3999).
The PowerPoint presentation highlighting key financial metrics as well as the
second 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 May 5th and will be archived on the website until the
end of the second quarter.
About RADVISION
RADVISION (Nasdaq: RVSN) is the industry's leading provider of market-proven
products and technologies for unified visual communications over IP and 3G
networks. With its complete set of standards-based video networking
infrastructure and developer toolkits for voice, video, data and wireless
communications, RADVISION is driving the unified communications evolution by
combining the power of video, voice, data and wireless - for high definition
videoconferencing systems, innovative converged mobile services, and highly
scalable video-enabled desktop platforms on IP, 3G and emerging next-generation
networks. For more information about RADVISION, visit www.radvision.com.
This press release contains forward-looking statements that are subject to risks
and uncertainties. Factors that could cause actual results to differ materially
from these forward-looking statements include, but are not limited to, general
business conditions in the industry, changes in demand for products, the timing
and amount or cancellation of orders and other risks detailed from time to time
in RADVISION's filings with the Securities Exchange Commission, including its
Annual Report on Form 20-F. These documents contain and identify other important
factors that could cause actual results to differ materially from those
contained in our projections or forward-looking statements. Stockholders and
other readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. We undertake
no obligation to update publicly or revise any forward-looking statement.
- TABLES FOLLOW -
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
Three months ended
March 31,
----------------------------
2009 2008
----------------------------
Unaudited
----------------------------
Revenues $ 18,299 $ 19,607
Cost of revenues 4,111 4,197
------------ ------------
Gross profit 14,188 15,410
------------ ------------
Operating costs and expenses:
Research and development 7,084 8,140
Marketing and selling 7,085 9,383
General and administrative 1,382 1,999
------------ ------------
Total operating costs and expenses 15,551 19,522
------------ ------------
Operating loss (1,363) (4,112)
Financial income, net 632 1,044
------------ ------------
Loss before taxes on income (731) (3,068)
Taxes on income (106) (3)
------------ ------------
Net loss $ (837) $ (3,071)
============ ============
Basic net loss per Ordinary share $ (0.04) $ (0.15)
============ ============
Weighted Average Number of Shares
Outstanding During the Period - Basic 19,564,269 21,122,724
============ ============
Diluted net loss per Ordinary share $ (0.04) $ (0.15)
============ ============
Weighted Average Number of Shares
Outstanding During the Period - Diluted 19,564,269 21,122,724
============ ============
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 (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
March 31, 2008
--------------------------------------------
(Unaudited)
--------------------------------------------
Non-GAAP
adjustment
GAAP results share-based Non-GAAP
(as reported) compensation results
------------- ------------ ----------
Gross profit $ 14,188 $ 95 $ 14,283
Total operating costs and expenses $ 15,551 $ (1,073) $ 14,478
Operating loss $ (1,363) $ 1,168 $ (195)
Income (loss) before taxes on income $ (731) $ 1,427 $ 696
Net income (loss) $ (837) $ 1,427 $ 590
======== ======== ========
Basic net earnings (loss) per Ordinary share $ (0.04) $ 0.07 $ 0.03
======== ======== ========
========
Diluted net earnings (loss) per Ordinary share $ (0.04) $ 0.07 $ 0.03
======== ======== ========
Three months ended
March 31, 2008
--------------------------------------------
(Unaudited)
--------------------------------------------
Non-GAAP
adjustment
GAAP results share-based Non-GAAP
(as reported) compensation results
------------- ------------ ----------
Gross profit $ 15,410 $ 101 $ 15,511
Total operating costs and expenses $ 19,522 $ (1,203) $ 18,319
Operating loss $ (4,112) $ 1,304 $ (2,808)
Loss before taxes on income $ (3,068) $ 1,304 $ (1,764)
Net Loss $ (3,071) $ 1,304 $ (1,767)
======== ======== ========
Basic net earnings (loss) per Ordinary share $ (0.15) $ 0.07 $ (0.08)
======== ======== ========
Diluted net earnings (loss) per Ordinary share $ (0.15) $ 0.07 $ (0.08)
======== ======== ========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
March 31, December 31,
2009 2008
----------- -----------
Unaudited Audited
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents *) $ 30,515 $ 37,872
Short-term bank deposits *) 57,341 52,026
Short-term marketable securities *) 15,274 14,350
Trade receivables 13,640 14,118
Other accounts receivable and prepaid expenses 6,368 6,102
Inventories 824 1,185
--------- ---------
Total current assets 123,962 125,653
--------- ---------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term marketable securities *) 14,547 17,005
Long-term prepaid expenses 1,193 1,278
Severance pay fund 4,537 4,591
Long-term deferred tax asset 5,177 4,995
--------- ---------
Total long-term investments and receivables 25,454 27,869
--------- ---------
Property and equipment, net 5,047 5,428
--------- ---------
Goodwill 2,966 2,966
--------- ---------
Other intangible assets, net - 272
--------- ---------
Total assets $ 157,429 $ 162,188
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 1,765 $ 2,052
Deferred revenues 7,749 8,309
Accrued expenses and other accounts payable 14,883 16,389
--------- ---------
Total current liabilities 24,397 26,750
--------- ---------
Accrued severance pay 5,855 5,855
--------- ---------
Total liabilities 30,252 32,605
--------- ---------
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value 234 234
Additional paid-in capital 142,294 141,107
Treasury stock (33,875) (32,733)
Accumulated other comprehensive income (1,266) 348
Retained earnings 19,790 20,627
--------- ---------
Total shareholders' equity 127,177 129,583
--------- ---------
Total liabilities and shareholders' equity $ 157,429 $ 162,188
========= =========
*) Total cash and liquid investments $ 117,677 $ 121,253
========= =========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands
Three months ended
March 31,
---------------------
2009 2008
---------------------
Unaudited
---------------------
Cash flows from operating activities:
Net loss $ (837) $ (3,071)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 973 912
Accrued interest, amortization of premium and accretion of
discount on marketable securities and bank deposits, net 52 309
Stock -based compensation 1,168 1,304
Gain on sale of property and equipment - (6)
Tax benefit relating to loss carryforwards resulting from
exercise of stock options (19) -
Decrease in trade receivables, net 478 870
Decrease (increase) in other accounts receivable and
prepaid expenses (900) 199
Decrease in inventories 361 537
Decrease in long-term prepaid expenses 85 85
Decrease (increase) in deferred tax asset 33 (95)
Increase (decrease) in trade payables (287) 616
Increase (decrease) in deferred revenues (560) 16
Increase (decrease) in other accounts payable and
accrued expenses (2,546) 190
Accrued severance pay, net (82) 9
-------- --------
Net cash provided by (used in) operating activities (2,081) 1,875
-------- --------
Cash flows from investing activities:
Proceeds from redemption of marketable securities 5,120 23,399
Purchase of marketable securities (3,500) (23,360)
Proceeds from withdrawal of bank deposits 42,591 32,739
Purchase of bank deposits (48,044) (37,492)
Purchase of property and equipment (320) (954)
Proceeds from sale of property and equipment - 6
-------- --------
Net cash used in investing activities (4,153) (5,662)
-------- --------
Cash flows from financing activities:
Purchase of treasury stock (1,142) (3,565)
Issuance of Ordinary shares and treasury stock for
cash upon exercise of options - 18
Tax benefit related to exercise of stock options 19 -
-------- --------
Net cash used in financing activities (1,123) (3,547)
-------- --------
Decrease in cash and cash equivalents (7,357) (7,334)
Cash and cash equivalents at beginning of period 37,872 45,370
-------- --------
Cash and cash equivalents at end of period $ 30,515 $ 38,036
======== ========
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: May 5, 2009