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 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 Fourth Quarter and Full Year 2007
Results dated February 7, 2008.
ITEM 1
PRESS RELEASE Source: RADVISION
RADVISION REPORTS FOURTH QUARTER AND FULL YEAR 2007 RESULTS
Thursday February 7, 8:00 am ET
FOURTH QUARTER REVENUES ARE $22.3 MILLION; GAAP DILUTED EPS IS $0.11; NON-GAAP
DILUTED EPS IS $0.18 BEFORE FAS123R EFFECT
TEL AVIV, Israel--(BUSINESS WIRE)--RADVISION(R) (Nasdaq: RVSN - News) today
reported that revenues for the fourth quarter of 2007 werE $22.3 million, in
line with the Company's forecast, compared to revenues of $25.3 million reported
in the fourth quarter of 2006.
The Company incurred an operating loss of $0.2 million for the fourth quarter of
2007 compared with operating income of $3.4 million in the fourth quarter of
2006. Excluding the effects of stock-based compensation expense related to the
adoption of FAS123R in both periods, non-GAAP operating income was $1.1 million
in the fourth quarter of 2007 compared with $4.7 million in fourth quarter of
2006.
Net income for the fourth quarter of 2007 was $2.5 million, or $0.11 per diluted
share, compared with $7.2 million, or $0.31 per diluted share, in the 2006
fourth quarter. Excluding the effect of stock-based compensation expense (which
amounted to $1.4 million or $0.07 per diluted share in the 2007 fourth quarter
and $1.3 million or $0.06 per diluted share in the 2006 fourth quarter),
non-GAAP net income for the fourth quarter of 2007 was $3.8 million, or $0.18
per diluted share, compared with $8.5 million, or $0.37 per diluted share,
reported in the fourth quarter of 2006.
The Company had forecast that net income for the fourth quarter of 2007 would
approximate $1.2 million or $0.06 per diluted share including a tax benefit of
$0.1 million and stock-based compensation expense of $1.4 million related to the
adoption of FAS123R. The Company recorded a higher tax benefit, totaling $1.6
million and equivalent to $0.07 per diluted share, for the 2007 fourth quarter,
which compares with a tax benefit of $2.1 million, equivalent to $0.09 per
diluted share, in the fourth quarter of 2006. The stock-based compensation
expense was in line with the Company's forecast. The Company further noted that
its financial income for the fourth quarter of 2007 was reduced by $380,000,
equivalent to $0.02 per diluted share, due to valuation allowance of certain
investment securities.
Business unit revenues for the fourth quarter of 2007 consisted of $17.1 million
in Networking Business Unit (NBU) sales compared with $18.9 million in the
fourth quarter of 2006, and $5.2 million in Technology Business Unit (TBU) sales
compared with $6.4 million in the 2006 fourth quarter.
For the full year 2007, revenues were $92.0 million, operating income was $2.0
million and net income was $9.9 million or $0.44 per diluted share. Excluding
the effect of stock-based compensation expense (which amounted to $5.4 million
or $0.24 per diluted share), non-GAAP operating income for 2007 was $7.4 million
and net income was $15.3 million or $0.68 per diluted share. For full year 2006,
revenues were $91.0 million, operating income was $8.5 million and net income
was $15.2 million or $0.67 per diluted share. Excluding the effects of
stock-based compensation expense (amounting to $4.8 million and equivalent to
$0.21 per diluted share) and a patent settlement reserve recognized in the 2006
third quarter (of $1.9 million, and equivalent to $0.08 per diluted share),
operating income for full year 2006 was $15.2 million and net income was $21.9
million or $0.96 per diluted share, on a non-GAAP basis.
The Company ended 2007 with approximately $130.7 million in cash and liquid
investments, equivalent to $6.09 per basic share, a decrease of $4.5 million
from September 30, 2007. The decrease reflects a decrease in cash flow from
operating activities of $0.2 million, which includes one time amortization of
auction rate securities in the amount of $0.6 million, by the use of $4.0
million for the repurchase of 351,179 Company shares and $0.3 million of capital
expenditures.
Boaz Raviv, Chief Executive Officer, commented: "The successful introduction of
our SCOPIA 5.5 platform with High Definition Continuous Presence enabled us to
regain our footing in the fourth quarter. The technology and cost advantages of
SCOPIA 5.5, which includes SCOPIA Desktop for easy connectivity between room
conferencing systems and the desktop, enabled us to make additional inroads in
our market. Sales through our reseller channel increased 49% sequentially. Our
fourth quarter results also included higher than forecasted sales through Cisco,
our largest channel partner, which rose 15% from the third quarter of 2007."
Mr. Raviv added: "Positive momentum in our marketplace, especially in
enterprise, and a favorable competitive environment further supported our
progress in the fourth quarter. As the only independent networking
infrastructure provider, we now have a singular opportunity to build market
share, resume our growth and accelerate our progress. We plan to pursue that
opportunity aggressively. We have unified our Networking Business Unit to
sharpen our focus on the enterprise market. We will increase our investment in
R&D and marketing and sales in our NBU in 2008 to support and expand our OEM and
reseller channels and deliver additional market-leading technology. We also will
continue to invest in the product development roadmap of our Technology Business
Unit. Although TBU revenues were less than forecast in the fourth quarter due to
deal slippage, it continues to build our reputation as a technology leader with
award-winning products and advances in SIP Server and IMS technology. We expect
our investment company-wide to begin benefiting our revenues and operating
profitability in the second half of the year."
GUIDANCE
The following statements are forward-looking, and actual results may differ
materially.
The Company expects to report revenues for the first quarter of 2008 of
approximately $20.0 million and a net loss of approximately $3.5 million or
$0.18 per diluted share. This includes stock-based compensation expense related
to the adoption of FAS123R of $1.4 million or $0.07 per diluted share. Excluding
this item, the first quarter 2008 non-GAAP net loss is expected to be $2.1
million or $0.11 per diluted share. That compares to first quarter 2007 revenues
of $24.3 million, including $1.3 million related to the DVS II contract, and net
income of $3.5 million or $0.15 per diluted share, which included stock-based
compensation expense of $1.3 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 first quarter of 2007 was $4.9 million or $0.21 per diluted
share. (Full details are available on the Company s web site at
www.radvision.com.)
GAAP VERSUS NON-GAAP PRESENTATION
To supplement the consolidated financial statements presented in accordance with
generally accepted accounting principles ("GAAP"), the Company uses non-GAAP
measures of operating results, net income and earnings per share, which are
adjusted from results based on GAAP to exclude the expenses recorded for stock
compensation in accordance with SFAS 123(R). These non-GAAP financial measures
are provided to enhance overall understanding of the current financial
performance and prospects for the future. Specifically, the Company believes the
non-GAAP results provide useful information to both management, and investors as
these non-GAAP results exclude the expenses recorded for stock compensation in
accordance with SFAS 123(R) that the Company believes are not indicative of the
core operating results. Further, these non-GAAP results are one of the primary
indicators management uses for assessing the Company's performance, allocating
resources and planning and forecasting future periods. These measures should be
considered in addition to results prepared in accordance with GAAP, but should
not be considered a substitute for or superior to GAAP results. These non-GAAP
measures may be different than the non-GAAP measures used by other companies.
FOURTH QUARTER 2007 EARNINGS CONFERENCE CALL/WEBCAST
RADVISION will hold a conference call to discuss its fourth quarter 2007 results
and first quarter 2008 outlook, today, Thursday, February 7, 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 14th. To access the replay, please
dial 1-866-516-0670 (International dialers may call +1-203-369-2034).
The PowerPoint presentation highlighting key financial metrics as well as the
first 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 February 7th 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.
CONSOLIDATED STATEMENTS OF INCOME
U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
THREE MONTHS ENDED TWELVE MONTH SENDED
DECEMBER 31, DECEMBER31,
---------------------------------------- ----------------------------------
2007 2006 2007 2006
---------------- ---------------- -------------- ----------------
UNAUDITED AUDITED
------------------------------------------------------------ ----------------
Revenues $ 22,316 $ 25,261 $ 91,983 $ 91,023
Cost of revenues 4,570 5,252 18,425 18,165
------------ ------------ ------------ ------------
Gross profit 17,746 20,009 73,558 72,858
------------ ------------ ------------ ------------
Operating costs and expenses:
Research and development 7,510 6,855 30,329 25,331
Marketing and selling 8,507 7,847 32,627 30,648
General and administrative 1,968 1,887 8,633 6,492
Patent settlement reserve - - - 1,900
------------ ------------ ------------ ------------
Total operating costs and expenses 17,985 16,589 71,589 64,371
------------ ------------ ------------ ------------
Operating income (loss) (239) 3,420 1,969 8,487
Financial income, net 1,082 1,621 6,095 5,825
------------ ------------ ------------ ------------
Income before taxes on income 843 5,041 8,064 14,312
Taxes benefit 1,610 2,114 1,790 936
------------ ------------ ------------ ------------
Net income $ 2,453 $ 7,155 $ 9,854 $ 15,248
============ ============ ============ ============
Basic net earnings per Ordinary share $ 0.11 $ 0.33 $ 0.45 $ 0.69
============ ============ ============ ============
Weighted Average Number of Shares
Outstanding During the Period - Basic 21,477,449 22,012,523 21,951,028 22,076,563
============ ============ ============ ============
Diluted net earnings per Ordinary share $ 0.11 $ 0.31 $ 0.44 $ 0.67
============ ============ ============ ============
Weighted Average Number of Shares 21,615,088 22,829,275 22,482,019 22,747,188
Outstanding During the Period - Diluted ============ ============ ============ ============
CONSOLIDATED STATEMENTS OF INCOME
U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
RECONCILIATION OF GAAP TO NON-GAAP OPERATING RESULTS
To supplement the consolidated financial statements presented in accordance with
generally accepted accounting principles ("GAAP"), the Company uses non-GAAP
measures of operating results, net income and earnings per share, which are
adjusted from results based on GAAP to exclude one time patent settlement
reserve 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
one time patent settlement reserve 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
DECEMBER 31, 2007
--------------------------------------------
(UNAUDITED)
--------------------------------------------
NON-GAAP
ADJUSTMENT NON-GAAP
GAAP RESULTS 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 (loss) $ (239) $ 1,380 $ 1,141
Income before taxes on income $ 843 $ 1,380 $ 2,223
Net income $ 2,453 $ 1,380 $ 3,833
========== =========== ===========
Basic net earnings per Ordinary share $ 0.11 $ 0.07 $ 0.18
=========== =========== ===========
Diluted net earnings per Ordinary $ 0.11 $ 0.07 $ 0.18
share =========== =========== ===========
THREE MONTHS ENDED
DECEMBER 31, 2006
--------------------------------------------
(UNAUDITED)
------------- ------------------------------
NON-GAAP
ADJUSTMENT NON-GAAP
GAAP RESULTS SHARE-BASED RESULTS
(AS REPORTED) COMPENSATION PRO FORMA
------------------------------- ------------
Gross profit $ 20,009 $ 109 $ 20,118
Total operating costs and expenses $ 16,589 $ (1,210) $ 15,379
Operating income $ 3,420 $ 1,319 $ 4,739
Income before taxes on income $ 5,041 $ 1,319 $ 6,360
Net income $ 7,155 $ 1,319 $ 8,474
=========== =========== ===========
Basic net earnings per Ordinary share $ 0.33 $ 0.05 $ 0.38
=========== =========== ===========
Diluted net earnings per Ordinary $ 0.31 $ 0.06 $ 0.37
share =========== =========== ===========
CONSOLIDATED BALANCE SHEETS
U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
TWELVE MONTHS ENDED
DECEMBER 31, 2007
-------------------------------------------
(UNAUDITED)
-------------------------------------------
NON-GAAP
ADJUSTMENT NON-GAAP
GAAP RESULTS SHARE-BASED RESULTS
(AS REPORTED) COMPENSATION PRO FORMA
--------------- -------------- -----------
Gross profit $ 73,558 $ 411 $ 73,969
Total operating costs and expenses $ 71,589 $ (5,037 ) $ 66,552
Operating income $ 1,969 $ 5,448 $ 7,417
Income before taxes on income $ 8,064 $ 5,448 $ 13,512
Net income $ 9,854 $ 5,448 $ 15,302
============== ============ ===========
Basic net earnings per Ordinary share $ 0.45 $ 0.25 $ 0.70
============= ============ ===========
Diluted net earnings per Ordinary $ 0.44 $ 0.24 $ 0.68
share ============= ============ ===========
TWELVE MONTHS ENDED
DECEMBER 31, 2006
-------------------------------------------
(UNAUDITED)
-------------------------------------------
NON-GAAP
ADJUSTMENT
SHARE-BASED
COMPENSATION
AND PATENT NON-GAAP
GAAP RESULTS SETTLEMENT RESULTS
(AS REPORTED) RESERVE PRO FORMA
-------------------------------------------
Gross profit $ 72,858 $ 373 $ 73,231
Total operating costs and expenses $ 64,371 $ (6,304 ) $ 58,067
Operating income $ 8,487 $ 6,677 $ 15,164
Income before taxes on income $ 14,312 $ 6,677 $ 20,989
Net income $ 15,248 $ 6,677 $ 21,925
============= ============ ===========
Basic net earnings per Ordinary share $ 0.69 $ 0.30 $ 0.99
============= ============ ===========
Diluted net earnings per Ordinary $ 0.67 $ 0.29 $ 0.96
share ============= ============ ===========
CONSOLIDATED BALANCE SHEETS
U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
DECEMBER 31, DECEMBER 31,
2007 2006
--------------- --------------
UNAUDITED AUDITED
--------------- --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents *) $ 45,370 $ 23,110
Short-term bank deposits *) 42,242 48,357
Short-term marketable securities *) 28,037 36,048
Trade receivables 15,011 12,866
Other accounts receivable and prepaid expenses 8,464 5,838
Inventories 1,560 2,979
------------ ------------
Total current assets 140,684 129,198
------------ ------------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term bank deposits *) - 11,365
Long-term marketable securities *) 15,093 26,691
Long-term prepaid expenses 1,618 -
Severance pay fund 4,555 3,481
Long-term deferred tax asset 3,394 2,797
------------ ------------
Total long-term investments and receivables 24,660 44,334
------------ ------------
Property and equipment, net 5,237 3,609
------------ ------------
Goodwill 2,966 2,966
------------ ------------
Other intangible assets, net 1,362 2,452
------------ ------------
Total assets $ 174,909 $ 182,559
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 2,389 $ 2,919
Deferred revenues 6,429 8,748
Accrued expenses and other accounts payable 12,607 13,870
------------ ------------
Total current liabilities 21,425 25,537
------------ ------------
Accrued severance pay 5,656 4,417
------------ ------------
Total liabilities 27,081 29,954
------------ ------------
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value 234 228
Additional paid-in capital 135,327 126,944
Treasury stock (21,662) (1,670)
Accumulated other comprehensive income 55 -
Retained earnings 33,874 27,103
------------ ------------
Total shareholders' equity 147,828 152,605
------------ ------------
Total liabilities and shareholders' equity $ 174,909 $ 182,559
============ ============
*) Total cash and liquid investments $ 130,742 $ 145,571
============ ============
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. DOLLARS IN THOUSANDS
YEAR ENDED
DECEMBER 31,
-----------------------
2007 2006
------------ ----------
UNAUDITED AUDITED
------------ ----------
Cash flows from operating activities:
-------------------------------------
Net income $ 9,854 $ 15,248
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 3,633 2,939
Accrued interest, amortization of premium and accretion of discount on marketable 385 (905)
securities and bank deposits, net
Amortization of deferred stock compensation 5,448 4,776
Gain on sale of property and equipment - (22)
Tax benefit relating to loss carryforwards resulting from exercise of stock options - (2,011)
Increase in trade receivables, net (2,145) (609)
Increase in other accounts receivable and prepaid expenses (754) (846)
Decrease (increase) in inventories 1,419 (386)
Increase in long-term prepaid expenses (1,618) -
Increase in deferred tax asset (2,380) (1,571)
Increase (decrease) in trade payables (530) 1,136
Increase (decrease) in deferred revenues (2,319) 215
Increase (decrease) in accrued expenses and other accounts payable (1,263) 1,992
Accrued severance pay, net 165 224
--------- ---------
Net cash provided by operating activities 9,895 20,180
--------- ---------
Cash flows from investing activities:
-------------------------------------
Proceeds from redemption of marketable securities 64,360 63,633
Purchase of marketable securities (45,148) (62,982)
Proceeds from withdrawal of bank deposits 142,831 19,132
Purchase of bank deposits (125,521) (49,315)
Purchase of property and equipment (4,171 (2,268)
Proceeds from sale of property and equipment - 22
--------- ---------
Net cash provided by (used in) investing activities 32,351 (31,778)
--------- ---------
Cash flows from financing activities:
-------------------------------------
Purchase of treasury stock (27,017) (6,992)
Exercise of options by employees 6,931 6,762
Tax benefit related to exercise of stock options 100 2,011
--------- ---------
Net cash provided by (used in) financing activities (19,986) 1,781
--------- ---------
Increase (decrease) in cash and cash equivalents 22,260 (9,817)
Cash and cash equivalents at beginning of period 23,110 32,927
--------- ---------
Cash and cash equivalents at end of period $ 45,370 $ 23,110
========= =========
Supplemental disclosure of non-cash flows from
investing and financing activities:
-----------------------------------
Receivables on account of shares $ - $ 148
========= =========
Contact:
RADVISION
Tsipi Kagan, +1 201-689-6340
Chief Financial Officer
cfo@radvision.com
or
Investor Relations:
Comm-Partners LLC
June Filingeri, +1 203-972-0186
junefil@optonline.net
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RADVISION LTD.
(Registrant)
By /s/ Rael Kolevsohn
------------------
Rael Kolevsohn
Corporate Vice President and General Counsel
Date: February 7, 2008