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 2006
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 and 333-127013.
RADVision Ltd.
6-K Items
1. Press release re RADVISION Reports Strong Second Quarter 2006 Results
dated July 27, 2006.
ITEM 1
Press Release Source: RADVISION
RADVISION Reports Strong Second Quarter 2006 Results
Thursday July 27, 8:00 am ET
Revenues Reach $22.0 Million
Diluted EPS is $0.14
FAIR LAWN, N.J.--(BUSINESS WIRE)--July 27, 2006--RADVISION(R) (NASDAQ: RVSN -
News) today announced that revenues for the second quarter of 2006 reached a
record $22.0 million, representing a 26% increase from $17.5 million reported in
the second quarter of 2005.
Operating income for the second quarter of 2006 was $2.1 million. Excluding the
effect of stock-based compensation expense related to the adoption of FAS123R,
the Company achieved operating income of $3.3 million. This compares with
operating income of $2.2 million in the second quarter of 2005.
Net income for the 2006 second quarter was $3.2 million, or $0.14 per diluted
share. Excluding the effect of stock-based compensation expense, net income was
$4.4 million or $0.20 per diluted share. This compares with $2.9 million or
$0.13 per diluted share reported in the 2005 second quarter.
The Company had forecast that 2006 second quarter revenues would approximate
$21.5 million and that net income would approximate $3.1 million or $0.14 per
diluted share including stock-based compensation expense related to the adoption
of FAS123R. Excluding this item, the Company expected second quarter 2006 net
income to be $4.3 million or $0.19 per diluted share.
Business unit revenues for the second quarter of 2006 consisted of $16.0 million
in Networking Business Unit (NBU) sales and $6.0 million in Technology Business
Unit (TBU) sales, representing increases of 35% and 7%, respectively, over the
second quarter of 2005. NBU revenues exceeded the Company's forecast and TBU
revenues were in line with it.
For the first six months of 2006, revenues were $42.1 million, operating income
was $4.0 million and net income was $6.1 million or $0.27 per diluted share.
Excluding the effect of stock-based compensation expense, operating income for
the first six months of 2006 was $6.3 million and net income was $8.4 million or
$0.37 per diluted share. For the first half of 2005, revenues were $33.8
million, operating income was $4.1 million and net income was $5.4 million or
$0.24 per diluted share.
The Company ended the second quarter of 2006 with approximately $138.5 million
in cash and liquid investments, an increase of $2.8 million from March 31, 2006,
and equivalent to $6.23 per basic share. The increase reflects cash flow from
operations of $2.7 million and income of $541,000 from the exercise of options,
offset by $461,000 in capital expenditures.
Boaz Raviv, Chief Executive Officer, commented: "Our main growth driver in the
second quarter was the successful worldwide launch of our new SCOPIA(TM) v.5
platform and iView management application, which contributed to a 33% increase
in our room conferencing revenues over the second quarter of 2005 and a 60%
increase sequentially. We shipped SCOPIA v.5 for the largest phase of the
Defense Information Systems Agency (DISA) DVS-II project that we won with Cisco
and Northrop Grumman late last year. Our second quarter DISA sales were made
through Cisco, our largest channel partner. Total Cisco revenues rose 70%
year-over-year. Our non-Cisco channel sales in the Americas also were strong in
the quarter.
"Revenues from our Click to Meet(R) desktop solution were double those of the
2005 second quarter but were lower than the first quarter mainly because certain
budgets for new Federal projects were held back. However, our second quarter
included another sale for BVTC, or Battlefield Video Conferencing, which is
deployed by the U.S. Army for real-time war applications. Click to Meet is an
essential part of our broad strategy for unified communications. We recently
announced that Click to Meet supports Microsoft's RTVideo advanced video codec
as well as demonstrated its High Definition capabilities, as we continue to
develop first-to-market advances. We expect Click to Meet sales to resume
sequential growth in the third quarter.
"3G revenues rose 11% from the second quarter of 2005 reflecting sales to mobile
operators and applications service providers both in EMEA and Asia Pacific but
were below the record level achieved in the first quarter. Our 3G revenues
continue to fluctuate because 3G video is mainly in the trial and pilot phase.
"Our TBU revenues grew 7% from the second quarter of 2005. That growth included
strong sales of licenses for our SIP and SIP Server toolkits. We recently
announced the availability of an IMS-compliant SIP Toolkit, the first in what
will become a comprehensive portfolio of IMS development products. They also
included license sales of our 3G-324 toolkits along with related sales in
professional services and of our 324M ProLab(TM) testing tool. Earlier this week
we reported that Quanta Computer, one of China's leading developers of
computers, storage devices and displays, will use our 3G-324 Toolkit and testing
tool to develop a video-enabled 3G mobile handset based on Windows Mobile 5.0
operating system and running on an Intel application chip and Qualcomm baseband
chip."
Mr. Raviv concluded: "Our growth in the second quarter reflected our focus on
execution and the advancement of our technology leadership. We will continue to
pursue our strategy of enabling and advancing unified communications."
Guidance
The following statements are forward-looking, and actual results may differ
materially.
The Company expects revenues for the third quarter of 2006 to be approximately
$23.2 million and net income to approximate $3.4 million or $0.15 per diluted
share. This includes stock-based compensation expense related to the adoption of
FAS123R of $1.3 million or $0.06 per diluted share. Excluding this item, third
quarter 2006 net income is expected to be $4.7 million or $0.21 per diluted
share. That compares to third quarter 2005 revenues of $19.1 million and net
income of $4.0 million or $0.18 per diluted share. (Full details are available
on the Company's web site at www.radvision.com.)
Second Quarter 2006 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its second quarter 2006 results
and third quarter outlook, today, Thursday, July 27, 2006 at 9:00 a.m.
(Eastern). To access the conference call, please dial 1-888-323-2711
(International dialers may call +1-212-547-0460) by 8:45 a.m. (Eastern) on July
27th. 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:
http://www.radvision.com/Corporate/Investors/IR_2Q06_webcast.htm. A replay of
the call will be available beginning approximately one hour after the conclusion
of the call through 11:59 p.m. (Eastern) on August 3rd. To access the replay,
please dial 1-888-566-0573 (International dialers may call +1-203-369-3068).
The PowerPoint presentation highlighting key financial metrics as well as the
third quarter 2006 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 27th 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.
Consolidated Statements of Income
(U.S. Dollars in thousands, except per share data)
Three months ended Six months ended
June 30, June 30,
--------------------- ----------------------
2006 2005 2006 2005
--------- --------- --------- ----------
(Unaudited) (Unaudited)
--------------------- ----------------------
Revenues $ 22,004 $ 17,473 $ 42,140 $ 33,753
Cost of revenues 4,429 3,103 8,080 5,879
--------- --------- --------- ----------
Gross profit 17,575 14,370 34,060 27,874
--------- --------- --------- ----------
Operating costs and
expenses:
Research and
development 6,160 5,054 11,905 9,709
Marketing and selling 7,767 6,006 15,166 11,763
General and
administrative 1,515 1,152 2,976 2,311
--------- --------- --------- ----------
Total operating costs
and expenses 15,442 12,212 30,047 23,783
--------- --------- --------- ----------
Operating income 2,133 2,158 4,013 4,091
Financial income, net 1,433 768 2,704 1,329
--------- --------- --------- ----------
Income before taxes 3,566 2,926 6,717 5,420
Taxes on income, net 355 30 609 30
--------- --------- --------- ----------
Net income $ 3,211 $ 2,896 $ 6,108 $ 5,390
========= ========= ========= ==========
Basic net earnings per
Ordinary share $ 0.14 $ 0.14 $ 0.28 $ 0.26
========= ========= ========= ==========
Weighted Average
Number of Shares
Outstanding During
the Period - Basic 22,216,021 20,994,973 22,105,694 20,854,595
========== ========== ========== ==========
Diluted net earnings
per Ordinary share $ 0.14 $ 0.13 $ 0.27 $ 0.24
========= ========= ========= ==========
Weighted Average
Number of Shares
Outstanding During
the Period - Diluted 22,604,467 22,020,946 22,532,464 22,027,068
========== ========== ========== ==========
RADVISION LTD.
Consolidated Statements of Income
Reconciliation of GAAP to NON-GAAP Operating Results(1)
(U.S. Dollars in thousands, except per share data)
Three months ended
June 30,
-------------------------------------------------
2006 2005
-------------------------------------------------
(Unaudited)
-------------------------------------------------
Non GAAP
adjustment
share-based Non GAAP
GAAP results compensation results GAAP results
(as reported) (1) Pro Forma (as reported)
-------------------------------------------------
Revenues $ 22,004 $ - $ 22,004 $ 17,473
Cost of revenues 4,429 96 4,333 3,103
------------ ------ ----------- ------------
Gross profit 17,575 96 17,671 14,370
------------ ------ ----------- ------------
Operating costs and
expenses:
Research and
development 6,160 382 5,778 5,054
Marketing and
selling 7,767 500 7,267 6,006
General and
administrative 1,515 237 1,278 1,152
------------ ------ ----------- ------------
Total operating costs
and expenses 15,442 1,119 14,323 12,212
------------ ------ ----------- ------------
Operating income 2,133 1,215 3,348 2,158
Financial income, net 1,433 - 1,433 768
------------ ------ ----------- ------------
Income before taxes 3,566 1,215 4,781 2,926
Taxes on income, net 355 - 355 30
------------ ------ ----------- ------------
Net income $ 3,211 $1,215 $ 4,426 $ 2,896
============ ====== =========== ============
Basic net earnings
per Ordinary share $ 0.14 $ 0.06 $ 0.20 $ 0.14
============ ====== =========== ============
Weighted Average
Number of Shares
Outstanding During
the Period - Basic 22,216,021 22,216,021 20,994,973
============ =========== ============
Diluted net earnings
per Ordinary share $ 0.14 $ 0.06 $ 0.20 $ 0.13
============ ====== =========== ============
Weighted Average
Number of Shares
Outstanding During
the Period - Diluted 22,604,647 22,604,647 22,020,946
============ =========== ============
(1) To supplement our consolidated financial statements presented in accordance
with generally accepted accounting principles (GAAP), we use non GAAP
measures of operating results, net income and earnings per share, which are
adjusted from results based on GAAP to exclude the expenses we recorded for
stock compensation in accordance with SFAS 123R. These non GAAP financial
measures are provided to enhance overall understanding of our current
financial performance and our prospects for the future. Specifically, we
believe the non GAAP results provide useful information to both management,
and investors as these non GAAP results exclude the expenses we recorded for
stock compensation in accordance with SFAS 123R that we believe are not
indicative of our core operating results. Further, these non GAAP results
are one of the primary indicators management uses for assessing our
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.
RADVISION LTD.
Consolidated Statements of Income
Reconciliation of GAAP to NON-GAAP Operating Results(1)
(U.S. Dollars in thousands, except per share data)
Six months ended
June 30,
-------------------------------------------------
2006 2005
-------------------------------------------------
(Unaudited)
-------------------------------------------------
Non GAAP
adjustment
share-based Non GAAP
GAAP results compensation results GAAP results
(as reported) (1) Pro Forma (as reported)
-------------------------------------------------
Revenues $ 42,140 $ - $ 42,140 $ 33,753
Cost of revenues 8,080 165 7,915 5,879
------------ ------ ----------- ------------
Gross profit 34,060 165 34,225 27,874
------------ ------ ----------- ------------
Operating costs and
expenses:
Research and
development 11,905 681 11,224 9,709
Marketing and
selling 15,166 939 14,227 11,763
General and
administrative 2,976 458 2,518 2,311
------------ ------ ----------- ------------
Total operating costs
and expenses 30,047 2,078 27,969 23,783
------------ ------ ----------- ------------
Operating income 4,013 2,243 6,256 4,091
Financial income, net 2,704 - 2,704 1,329
------------ ------ ----------- ------------
Income before taxes 6,717 2,243 8,960 5,420
Taxes on income, net 609 - 609 30
------------ ------ ----------- ------------
Net income $ 6,108 $2,243 $ 8,351 $ 5,390
============ ====== =========== ============
Basic net earnings
per Ordinary share $ 0.28 $ 0.10 $ 0.38 $ 0.26
============ ====== =========== ============
Weighted Average
Number of Shares
Outstanding During
the Period - Basic 22,105,694 22,105,694 20,854,595
============ =========== ============
Diluted net earnings
per Ordinary share $ 0.27 $ 0.10 $ 0.37 $ 0.24
============ ====== =========== ============
Weighted Average
Number of Shares
Outstanding During
the Period - Diluted 22,532,464 22,532,464 22,027,068
============ =========== ============
(1) To supplement our consolidated financial statements presented in accordance
with generally accepted accounting principles (GAAP), we use non GAAP
measures of operating results, net income and earnings per share, which are
adjusted from results based on GAAP to exclude the expenses we recorded for
stock compensation in accordance with SFAS 123R. These non GAAP financial
measures are provided to enhance overall understanding of our current
financial performance and our prospects for the future. Specifically, we
believe the non GAAP results provide useful information to both management,
and investors as these non GAAP results exclude the expenses we recorded for
stock compensation in accordance with SFAS 123R that we believe are not
indicative of our core operating results. Further, these non GAAP results
are one of the primary indicators management uses for assessing our
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.
RADVISION LTD.
Consolidated Balance Sheet
(U.S. Dollars in thousands)
June 30, December 31,
2006 2005
-------- ------------
ASSETS Unaudited Audited
--------- -----------
CURRENT ASSETS:
Cash and cash equivalents *) $ 12,308 $ 32,927
Short-term bank deposits *) 32,040 17,503
Short-term marketable securities *) 43,756 46,015
Trade receivables, net 13,145 12,257
Other accounts receivable and prepaid expenses 3,635 4,318
Inventories 4,744 2,593
--------- ---------
Total current assets 109,628 115,613
--------- ---------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term bank deposits *) 17,367 11,395
Long-term marketable securities *) 32,984 17,111
Severance pay fund 3,247 2,931
--------- ---------
Total long-term investments and receivables 53,598 31,437
--------- ---------
Property and equipment, net 3,584 3,190
--------- ---------
Goodwill 2,966 2,966
--------- ---------
Intangible assets, net 2,996 3,542
--------- ---------
Total assets $172,772 $156,748
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 3,917 $ 1,783
Deferred revenues 8,996 8,533
Accrued expenses and other accounts payable 12,717 12,122
--------- ---------
Total current liabilities 25,630 22,438
--------- ---------
Accrued severance pay 4,098 3,643
--------- ---------
Total liabilities 29,728 26,081
--------- ---------
SHAREHOLDERS' EQUITY:
Share capital 227 218
Additional paid-in capital 120,463 116,446
Deferred stock compensation 2,243 -
Retained earnings (accumulated deficit) 20,111 14,003
--------- ---------
Total shareholders' equity 143,044 130,667
--------- ---------
Total liabilities and shareholders' equity $172,772 $156,748
========= =========
*) Total cash and liquid investments $138,455 $124,951
========= =========
Contact:
RADVISION
Tsipi Kagan, 201-689-6340
cfo@radvision.com
or
Comm-Partners LLC
Investor Relations:
June Filingeri, 203-972-0186
junefil@optonline.net
SIGNATURES
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/Arnold Taragin
-----------------
Arnold Taragin
Corporate Vice President and General Counsel
Date: July 27, 2006