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 February 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. 333-45422, 333-53814, 333-55130, 333-66250,
333-82488, 333-104377, 333-116964, 333-127013, 333-141654, 333-155442 and
333-155444.
RADVision Ltd.
6-K Items
1. Press release re RADVISION Reports Above Forecast Fourth Quarter 2008
Results dated February 5, 2009.
ITEM 1
Press Release Source: RADVISION
RADVISION Reports Above Forecast Fourth Quarter 2008 Results
Thursday February 5, 8:00 am ET
Revenues Are $22.7 Million GAAP Net Loss Is $0.07 per Diluted Share; Non-GAAP
Net Loss Is $0.01 per Diluted Share Company to Return to Lower OPEX Spending in
2009; Expects Non-GAAP Profit for First Quarter
TEL AVIV, Israel--(BUSINESS WIRE)--RADVISION(R) (Nasdaq: RVSN - News) reported
today that revenues for the fourth quarter of 2008 increased 2% to $22.7 million
compared with $22.3 million reported in the fourth quarter of 2007, and above
its forecast of $22.5 million.
The Company incurred an operating loss of $2.5 million for the fourth quarter of
2008, which included a restructuring charge of $0.2 million due to a workforce
reduction implemented at the end of the fourth quarter. This compares with an
operating loss of $0.2 million in the fourth quarter of 2007. Excluding the
restructuring charge in the fourth quarter of 2008 and the effects of
stock-based compensation expense related to the adoption of FAS123R in both
periods, the non-GAAP operating loss was $1.1 million in the fourth quarter of
2008 compared with operating income of $1.1 million in fourth quarter of 2007.
The net loss for the fourth quarter of 2008 was $1.5 million, or $0.07 per
diluted share, compared with net income of $2.5 million, or $0.11 per diluted
share, in the fourth quarter of 2007. The non-GAAP net loss for the fourth
quarter of 2008 was $0.2 million, or $0.01 per diluted share. This excludes the
effects of the $0.2 million restructuring charge, stock-based compensation
expense of $1.2 million, and a gain of $0.1 million due to the redemption of
certain Auction Rate Securities net of other than temporary impairment of
available-for-sale Auction Rate Securities, with the total amount of excluded
items equivalent to $0.06 per diluted share. In the fourth quarter of 2007,
non-GAAP net income was $4.2 million, or $0.19 per diluted share, excluding
stock-based compensation expense of $1.4 million and a loss of $0.3 million due
to other than temporary impairment of available-for-sale Auction Rate
Securities, equivalent to $0.08 per diluted share.
Both the GAAP and Non-GAAP net loss for the fourth quarter were better than the
Company's forecast that the GAAP net loss would be approximately $1.9 million,
or $0.09 per diluted share, including stock-based compensation expense of $1.3
million, or $0.06 per diluted share. Excluding this item, the non-GAAP net loss
for the fourth quarter of 2008 was expected to approximate $0.6 million, or
$0.03 per diluted share.
Total revenues for the fourth quarter of 2008 consisted of $17.4 million for the
Networking Business Unit (NBU) and $5.3 million for the Technology Business Unit
(TBU). This compares with $17.1 million for the NBU and $5.2 million for the TBU
reported in the fourth quarter of 2007.
For the full year 2008, revenues were $84.7 million, the operating loss was
$15.2 million and the net loss was $12.9 million, or $0.63 per diluted share.
This compares with revenues of $91.6 million, operating income of $1.7 million,
and net income of $9.6 million, or $0.43 per diluted share, in 2007.
The non-GAAP operating loss for 2008 was $9.6 million and the net loss was $5.9
million, or $0.29 per diluted share, compared with non-GAAP operating income of
$7.1 million and net income of $15.4 million, or $0.69 per diluted share, for
2007. The non-GAAP amounts exclude the effect of the $0.2 million restructuring
charge in the fourth quarter of 2008, stock-based compensation expense (which
amounted to $5.4 million or $0.26 per diluted share in 2008 and $5.4 million or
$0.24 per diluted share in 2007), and an other than temporary impairment of
available-for-sale Auction Rate Securities (which totaled $1.4 million or $0.07
per diluted share in 2008 and $0.4 million or $0.02 per diluted share in 2007).
The Company ended 2008 with approximately $121.3 million in cash and liquid
investments, equivalent to $6.10 per basic share, a decrease of $0.3 million
from September 30, 2008. The decrease reflects the use of $2.6 million for the
repurchase of 418,962 Company shares and $0.7 million of capital expenditures,
offset by an increase of $3 million in cash flow provided by operating
activities.
Boaz Raviv, Chief Executive Officer, commented: "Our on-target NBU revenues and
better than expected TBU revenues enabled us to narrow our operating loss in the
fourth quarter and near our goal of returning to profitability, as our non-GAAP
net loss declined to one cent per share for the quarter. This follows a full
year of executing our plan to reassert our technology leadership and return to
profitable growth by accelerating our investment in R&D and in marketing and
sales. I am pleased to report that our progress to date enables us to return to
a lower level of operating expenses in 2009. As a result, we are forecasting a
return to profitability in the 2009 first quarter on a non-GAAP basis."
"The performance of our Networking Business Unit in the fourth quarter reflected
strong sales to Cisco, in line with expectations. This was accompanied by 24%
year-over-year growth in revenue in the remainder of the room conferencing
channel in the fourth quarter, which was evenly distributed across all regions,
and included strong growth in APAC, especially in China, better-than-expected
sales in EMEA, and solid performance in the Americas, despite sequentially lower
Federal sales.
"Our progress in the fourth quarter and past year has been built upon the
advancements we made to our SCOPIA platform and SCOPIA Desktop, which today
offers the best-in-class solution for high definition video connectivity and
integration from the standard room system to the desktop and mobile device.
SCOPIA Desktop 5.7 became available in the fourth quarter, with its added
ability to send and receive HD business quality 720p video using a standard USB
web camera.
"Our fourth quarter benefited from our deepening relationship with our Unified
Communications partners IBM and Alcatel Lucent, with results in Europe
especially strong. These partnerships provide us with additional opportunity to
deliver high-level IT-centric solutions that are our strength, while enabling us
to build the RADVISION brand. We have added enhancements to our SCOPIA solution
to support each of these partners.
"Our fourth quarter NBU results also included strong sales to our OEM partners
LifeSize and AETHRA, as we continue to build upon our position as the only
independent provider of network infrastructure. We took another step forward in
our relationship with SONY in the fourth quarter, with the announcement of a new
strategic reselling agreement in one of their regions in APAC.
"Our Technology Business Unit made solid improvement in the fourth quarter, with
record results in APAC and a record number of design wins, with a large portion
of those in the Americas. We also had the first sales of our new eVident testing
tool for enterprise videoconferencing networks. Despite this improvement, we
believe it will be another quarter before TBU is back on track. We are executing
the next phase our growth strategy in the TBU, which includes a region-based
marketing approach and a deeper, highly responsive focus on strategic customer
relationships. We will also continue to move forward with our product
development roadmap."
Mr. Raviv concluded: "The successful execution of our recovery plan in 2008
enables us to continue to pursue our growth objectives in 2009 at a reduced
level of OPEX investment. Regrettably, this has required us to reduce our
workforce, which has now been completed. Given the uncertainty of economic
conditions, we believe that our decision to do so is both prudent and timely.
There is no doubt that the current environment is challenging. However, we
believe RADVISION has distinctive opportunities in the current economic climate
because of the price/value advantage of our products combined with the proven
ability of videoconferencing to reduce travel costs, improve efficiency and
increase the return on IT infrastructure investments. We plan to fully
capitalize on our advantages as we pursue profitable growth."
Guidance
The following statements are forward-looking, and actual results may differ
materially.
The Company expects to report revenues for the first quarter of 2009 of
approximately $19.0 million and net loss of approximately $1.0 million or $0.05
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, non-GAAP net income for the first quarter 2009 is expected to be $0.3
million or $0.02 per diluted share. That compares to revenues for the first
quarter of 2008 of $19.6 million and a net loss of $3.1 million or $0.15 per
diluted share, which included stock-based compensation expense related to the
adoption of FAS123R of $1.3 million or $0.07 per diluted share. Excluding the
effect of stock-based compensation expense, the net loss for the first quarter
of 2008 was $1.8 million or $0.08 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, the
expenses recorded for stock compensation in accordance with SFAS 123R and
restructuring expenses. 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, the expenses recorded for stock compensation in accordance with SFAS
123R and restructuring expenses 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.
Fourth Quarter 2008 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its fourth quarter 2008 results
and first quarter 2009 outlook, today, Thursday, February 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 February 11th. To access the replay, please
dial 1-888-568-0915 (International dialers may call +1-402-998-1592).
The PowerPoint presentation highlighting key financial metrics as well as the
first 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 February 5th and will be archived on the website until
the end of the first 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 Twelve months ended
December 31, December 31,
---------------------------- -----------------------------
2008 2007 2008 2007
------------ ------------ ------------ -------------
Unaudited Audited
-------------------------------------------- -------------
Revenues $ 22,740 $ 22,316 $ 84,747 $ 91,583
Cost of revenues 5,035 4,570 18,763 18,294
------------ ------------ ------------ ------------
Gross profit 17,705 17,746 65,984 73,289
------------ ------------ ------------ ------------
Operating costs and expenses:
Research and development 9,573 7,510 36,698 30,329
Marketing and selling 8,335 8,507 35,313 32,627
General and administrative 2,046 1,968 8,951 8,633
Restructuring Expenses 221 - 221 -
------------ ------------ ------------ ------------
Total operating costs and expenses 20,175 17,985 81,183 71,589
------------ ------------ ------------ ------------
Operating income (loss) (2,470) (239) (15,199) 1,700
Financial income, net 1,144 1,082 2,539 6,095
------------ ------------ ------------ ------------
Income (loss) before taxes on income (1,326) 843 (12,660) 7,795
Taxes benefit (expenses) (161) 1,610 (280) 1,790
------------ ------------ ------------ ------------
Net income (loss) $ (1,487) $ 2,453 $ (12,940) $ 9,585
============ ============ ============ ============
Basic net earnings (loss) per Ordinary share $ (0.07) $ 0.11 $ (0.63) $ 0.44
============ ============ ============ ============
Weighted Average Number of Shares Outstanding
During the Period - Basic 19,876,189 21,477,449 20,471,648 21,951,028
============ ============ ============ ============
Diluted net earnings (loss) per Ordinary share $ (0.07) $ 0.11 $ (0.63) $ 0.43
============ ============ ============ ============
Weighted Average Number of Shares Outstanding
During the Period - Diluted 19,876,189 21,615,088 20,471,648 22,482,019
============ ============ ============ ============
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 net profit or loss from other
than temporary impairment of available for sale marketable securities, the
expenses recorded for stock compensation in accordance with SFAS 123R and
restructuring expenses. 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, the expenses recorded for stock compensation in accordance with SFAS
123R and restructuring expenses 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
December 31, 2008
-------------------------------------------
(Unaudited)
-------------------------------------------
GAAP results Non-GAAP Non-GAAP
adjustment
share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 17,705 $ 94 $ 17,799
Total operating costs and expenses $ 20,175 $ (1,283) $ 18,892
Operating income (loss) $ (2,470) $ 1,377 $ (1,093)
Income (loss) before taxes on income $ (1,326) $ 1,248 $ (78)
Net income (loss) $ (1,487) $ 1,248 $ (239)
======== ======== ========
Basic net earnings (loss) per Ordinary share $ (0.07) $ 0.06 $ (0.01)
======== ======== ========
Diluted net earnings (loss) per Ordinary share $ (0.07) $ 0.06 $ (0.01)
======== ======== ========
Three months ended
December 31, 2007
-------------------------------------------
(Unaudited)
-------------------------------------------
GAAP results Non-GAAP Non-GAAP
adjustment
share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 17,746 $ 131 $ 17,877
Total operating costs and expenses $ 17,985 $ (1,249) $ 16,736
Operating income $ (239) $ 1,380 $ 1,141
Income before taxes on income $ 843 $ 1,759 $ 2,602
Net income $ 2,453 $ 1,759 $ 4,212
======== ======== ========
Basic net earnings per Ordinary share $ 0.11 $ 0.09 $ 0.20
======== ======== ========
Diluted net earnings per Ordinary share $ 0.11 $ 0.08 $ 0.19
======== ======== ========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
Twelve months ended
December 31, 2008
-------------------------------------------
(Unaudited)
-------------------------------------------
GAAP results Non-GAAP Non-GAAP
adjustment
share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $ 65,984 $ 384 $ 66,368
Total operating costs and expenses $ 81,183 $ (5,252) $ 75,931
Operating income (loss) $(15,199) $ 5,636 $ (9,563)
Income (loss) before taxes on income $(12,660) $ 7,023 $ (5,637)
Net income (loss) $(12,940) $ 7,023 $ (5,917)
======== ======== ========
Basic net earnings (loss) per Ordinary share $ (0.63) $ 0.34 $ (0.29)
======== ======== ========
Diluted net earnings (loss) per Ordinary share $ (0.63) $ 0.34 $ (0.29)
======== ======== ========
Twelve months ended
December 31, 2007
-------------------------------------------
(Unaudited)
-------------------------------------------
GAAP results Non-GAAP Non-GAAP
adjustment
share-based results
(as reported) compensation Pro Forma
------------- ------------ ---------
Gross profit $73,289 $ 411 $73,700
Total operating costs and expenses $71,589 $(5,037) $66,552
Operating income $ 1,700 $ 5,448 $ 7,148
Income before taxes on income $ 7,795 $ 5,827 $13,622
Net income $ 9,585 $ 5,827 $15,412
======= ======= =======
Basic net earnings per Ordinary share $ 0.44 $ 0.26 $ 0.70
======= ======= =======
Diluted net earnings per Ordinary share $ 0.43 $ 0.26 $ 0.69
======= ======= =======
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
December 31, December 31,
2008 2007
------------- ------------
Unaudited Audited
------------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents *) $ 37,872 $ 45,370
Short-term bank deposits *) 52,026 42,242
Short-term marketable securities *) 14,350 28,037
Trade receivables 14,118 15,011
Other accounts receivable and prepaid expenses 6,153 8,464
Inventories 1,185 1,691
--------- ---------
Total current assets 125,704 140,815
--------- ---------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term marketable securities *) 17,005 15,093
Long-term prepaid expenses 1,278 1,618
Severance pay fund 4,591 4,555
Long-term deferred tax asset 4,995 3,394
--------- ---------
Total long-term investments and receivables 27,869 24,660
--------- ---------
Property and equipment, net 5,428 5,237
--------- ---------
Goodwill 2,966 2,966
--------- ---------
Other intangible assets, net 272 1,362
--------- ---------
Total assets $ 162,239 $ 175,040
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 2,052 $ 2,389
Deferred revenues 8,309 6,829
Accrued expenses and other accounts payable 16,440 12,607
--------- ---------
Total current liabilities 26,801 21,825
--------- ---------
Accrued severance pay 5,855 5,656
--------- ---------
Total liabilities 32,656 27,481
--------- ---------
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value 234 234
Additional paid-in capital 141,107 135,327
Treasury stock (32,733) (21,662)
Accumulated other comprehensive income 348 55
Retained earnings 20,627 33,605
--------- ---------
Total shareholders' equity 129,583 147,559
--------- ---------
Total liabilities and shareholders' equity $ 162,239 $ 175,040
========= =========
*) Total cash and liquid investments $ 121,253 $ 130,742
========= =========
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands
Year ended
December 31,
----------------------
2008 2007
---------- ---------
Unaudited Audited
---------- ---------
Cash flows from operating activities:
-------------------------------------
Net income (loss) $ (12,940) $ 9,585
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 3,924 3,633
Accrued interest, amortization of premium and accretion of discount on
marketable securities and bank deposits, net 1,771 385
Amortization of deferred stock compensation 5,416 5,448
Gain on sale of property and equipment (6) -
Tax benefit relating to loss carryforwards resulting from exercise of stock
options (364) (100)
Decrease (increase) in trade receivables, net 893 (2,145)
Decrease (increase) in other accounts receivable and prepaid expenses 2,007 (754)
Decrease in inventories 506 1,288
Decrease (increase) in long-term prepaid expenses 340 (1,618)
Increase in deferred tax asset (767) (2,380)
Decrease in trade payables (337) (530)
Increase (decrease) in deferred revenues 1,480 (1,919)
Increase (decrease) in accrued expenses and other accounts payable 3,642 (1,163)
Accrued severance pay, net 299 165
--------- ---------
Net cash provided by operating activities 5,864 9,895
--------- ---------
Cash flows from investing activities:
-------------------------------------
Proceeds from redemption of marketable securities 65,382 64,360
Purchase of marketable securities (54,895) (45,148)
Proceeds from withdrawal of bank deposits 155,611 142,831
Purchase of bank deposits (165,696) (125,521)
Purchase of property and equipment (3,025) (4,171)
Proceeds from sale of property and equipment 6 -
--------- ---------
Net cash provided by (used in) investing activities (2,617) 32,351
--------- ---------
Cash flows from financing activities:
-------------------------------------
Purchase of treasury stock (11,138) (27,017)
Exercise of options by employees 29 6,931
Tax benefit related to exercise of stock options 364 100
--------- ---------
Net cash used in financing activities (10,745) (19,986)
--------- ---------
Increase (decrease) in cash and cash equivalents (7,498) 22,260
Cash and cash equivalents at beginning of period 45,370 23,110
--------- ---------
Cash and cash equivalents at end of period $ 37,872 $ 45,370
========= =========
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: February 5, 2009