UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
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, 2006
Commission
file number 0-30070
AUDIOCODES
LTD.
(Translation
of registrant’s name into English)
1
Hayarden Street. Airport City, Lod 70151• ISRAEL
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form
20-F
√ 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): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form
6-K
if submitted solely to provide an attached annual report to security holders.
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): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form
6-K
if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction
in which the registrant is incorporated, domiciled or legally organized (the
registrant's "home country"), or under the rules of the home country exchange
on
which the registrant's securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been
distributed to the registrant's security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
No
√
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-__
a
Page
1 of
10
On
May 8,
2006, AudioCodes Ltd. (the “Company”) issued a press release announcing revenues
and net income for the first quarter of 2006. A copy of this press release
is
annexed hereto as Exhibit 1.
The
following document is attached hereto and incorporated by reference
herein:
Exhibit
1. Press
Release, dated May 8, 2006, announcing revenues and net income
for the
first
quarter of 2006.
The
information set forth in the second paragraph, the first and second sentences
of
the third paragraph and the fourth paragraph of, and the condensed consolidated
balance sheets, condensed consolidated statements of operations and condensed
interim consolidated statements of cash flows contained in, the press release
attached as Exhibit 1 to this Report on Form 6-K are hereby incorporated by
reference into (i) the Registrant’ s Registration Statement on Form F-3,
Registration No. 333-117703; (ii) the Registrant’s Registration Statement on
Form F-3, Registration No. 333-123859; (iii)the Registrant’s Registration
Statement on Form S-8, Registration No. 333-11894; (iv) the Registrant’s
Registration Statement on Form S-8, Registration No. 333-13268; (v) the
Registrant’s Registration Statement on Form S-8, Registration No. 333-13378; and
(vi) the Registrant’s Registration Statement on Form S-8, Registration No.
333-105473.
Page
2 of
10
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.
AUDIOCODES
LTD.
(Registrant)
By: /s/
Nachum Falek
Nachum
Falek
Chief
Financial Officer and
Vice
President Finance
Dated: May
9,
2006
Page
3 of
10
EXHIBIT
INDEX
Exhibit
No. Description
1. Press
Release, dated May 8, 2006, announcing revenues and net income for the first
quarter of 2006.
Page
4 of
10
 |
 |
P
R E S S R E L E A S E
|
Company
Contacts
|
IR
Agency Contact
|
|
|
Nachum
Falek,
VP
Finance & CFO
AudioCodes
Tel:
+972-3-976-4000
nachum@audiocodes.com
|
Shirley
Nakar,
Director,
Investor Relations
AudioCodes
Tel:
+972-3-976-4072
shirley@audiocodes.com
|
Erik
Knettel,
The
Global Consulting Group
Tel:
+1-646-284-9415
eknettel@hfgcg.com
|
AudioCodes
Reports First Quarter 2006 Results
Quarterly
Revenues Increased to a Record $31.3 Million, Up 2.3% Sequentially and 16.4%
Year-over-Year
Lod,
Israel - May 8, 2006 -
AudioCodes
(Nasdaq: AUDC),
a
leading provider of Voice over Packet (VoP) technologies and Voice Network
products, today announced financial results for the first quarter ended March
31, 2006.
Revenues
for the first quarter ended March 31, 2006 were a record $31.3 million compared
to $30.6 million for the quarter ended December 31, 2005 and $26.9 million
for
the quarter ended March 31, 2005. First quarter revenues grew 2.3% sequentially
and increased 16.4% compared to the first quarter of 2005.
For
the
first quarter of 2006 net income on GAAP basis was $2.3 million, or $0.05 per
diluted share. SFAS No. 123R became applicable to the Company effective January
1, 2006 and, as a result, the Company recorded $2.1 million of stock-based
compensation expense in the first quarter of 2006. Excluding this stock-based
compensation expense, net income on a non-GAAP basis for the first quarter
of
2006 was $4.3 million, or $0.10 per diluted share1 ,
compared to net income of $3.9 million, or $0.09 per diluted share, in the
fourth quarter of 2005 and $3.0 million, or $0.07 per diluted share, for the
corresponding period last year. Non-GAAP net income which excludes the effect
of
stock-based compensation expense is reported in order to facilitate financial
results tracking and comparison with previously reported financial results.
Cash
and
cash equivalents, short-term and long-term marketable securities, short-term
and
long-term bank deposits and structured notes were $227.6 million as of March
31,
2006 compared to $220.3 million as of December 31, 2005 and $209.6 million
as of
March 31, 2005.
“In
the
first quarter of 2006, we experienced increased demand for AudioCodes’ media
gateways and media servers that resulted in record revenues and our eighteenth
consecutive quarter of top line growth. We secured important design wins and
partnerships in fixed mobile convergence, Voice over Broadband, and SIP
applications which will all eventually converge on an IMS core network. We
also
broadened our global sales coverage and established closer relationships with
service providers, OEMs, and Channels which provide a strong foundation for
future growth,” stated Shabtai Adlersberg, President, Chairman and CEO of
AudioCodes.
Conference
Call & Webcast Information
AudioCodes
will conduct a conference call on May 9, 2006 to discuss the first quarter
2006
financial results, which will be simultaneously Webcast at 9:00 A.M. Eastern
Time. Investors are invited to listen to the call live via Webcast at the
AudioCodes corporate Website at http://www.audiocodes.com.
About
AudioCodes
AudioCodes
Ltd. (NASDAQ: AUDC) enables the new voice infrastructure by providing
innovative, reliable and cost-effective Voice over Packet technology and Voice
Network products to OEMs, network equipment providers and system integrators.
AudioCodes provides its customers and partners with a diverse range of flexible,
comprehensive media gateway and media processing technologies, based on
VoIPerfect™ - AudioCodes’ underlying, best-of-breed, core media gateway
architecture. The company is a market leader in voice compression technology
and
is a key originator of the ITU G.723.1 standard for the emerging Voice over
IP
market. AudioCodes voice network products feature media gateway and media server
platforms for packet-based applications in the converged, wireline, wireless,
broadband access, and enhanced voice services markets.
1 Non-GAAP
measures should be considered in addition to, and not as a substitute for,
the
results prepared in accordance with GAAP. Our management believes the Non-GAAP
information is useful because it can enhance the understanding of our ongoing
economic performance and therefore uses internally the Non-GAAP information
to
evaluate and manage our operations. We have chosen to provide this information
to investors to enable them to perform comparisons of operating results
in a
manner similar to how we analyze our operating results.
Page
5 of
10
AudioCodes
enabling technology products include VoIP and CTI communication boards, VoIP
media gateway processors and modules, and CPE devices. Its customers include
the
leading telecom and data network equipment providers globally. AudioCodes’
headquarters and R&D facilities are located in Israel with an R&D
extension in the U.S. Other AudioCodes’ offices are located in Europe, the Far
East, and Latin America. For more information on AudioCodes, visit
www.audiocodes.com.
Statements
concerning AudioCodes' business outlook or future economic performance; product
introductions and plans and objectives related thereto; and statements
concerning assumptions made or expectations as to any future events, conditions,
performance or other matters, are "forward-looking statements'' as that term
is
defined under U.S. Federal securities laws. Forward-looking statements are
subject to various risks, uncertainties and other factors that could cause
actual results to differ materially from those stated in such statements. These
risks, uncertainties and factors include, but are not limited to: the effect
of
global economic conditions in general and conditions in AudioCodes' industry
and
target markets in particular; shifts in supply and demand; market acceptance
of
new products and continuing products' demand; the impact of competitive products
and pricing on AudioCodes' and its customers' products and markets; timely
product and technology development/upgrades and the ability to manage changes
in
market conditions as needed; and other factors detailed in AudioCodes' filings
with the Securities and Exchange Commission. AudioCodes assumes no obligation
to
update the information in this release.
AudioCodes,
AC, Ardito, AudioCoded, NetCoder, TrunkPack, VoicePacketizer, MediaPack,
Stretto, Mediant, VoIPerfect and IPmedia and Your Gateway to VoIP are trademarks
or registered trademarks of AudioCodes Limited. All other products or trademarks
are property of their respective owners.
Summary
financial data follows
Page
6 of
10
AUDIOCODES
LTD. AND ITS SUBSIDIARIES
CONDENSED
INTERIM CONSOLIDATED BALANCE SHEETS
U.S.
dollars in thousands
|
March
31,
|
December
31,
|
||||||
|
2006
|
2005
|
||||||
|
(Unaudited)
|
|||||||
|
ASSETS
|
|||||||
|
CURRENT
ASSETS:
|
|||||||
|
Cash
and cash equivalents
|
$
|
96,412
|
$
|
70,957
|
|||
|
Short-term
bank deposits and structured notes
|
62,520
|
61,929
|
|||||
|
Short-term
marketable securities and accrued interest
|
18,693
|
9,863
|
|||||
|
Trade
receivables, net
|
17,919
|
17,990
|
|||||
|
Other
receivables and prepaid expenses
|
4,732
|
4,891
|
|||||
|
Inventories
|
13,020
|
11,562
|
|||||
|
Total
current assets
|
213,296
|
177,192
|
|||||
|
LONG-TERM
INVESTMENTS:
|
|||||||
|
Long-term
bank deposits and structured notes
|
10,050
|
27,781
|
|||||
|
Long-term
marketable securities
|
39,897
|
49,791
|
|||||
|
Investments
in companies
|
2,425
|
1,112
|
|||||
|
Deferred
tax assets
|
2,794
|
2,489
|
|||||
|
Severance
pay funds
|
5,560
|
5,406
|
|||||
|
Total
long-term investments
|
60,726
|
86,579
|
|||||
|
PROPERTY
AND EQUIPMENT, NET
|
6,301
|
6,494
|
|||||
|
INTANGIBLE
ASSETS, DEFERRED CHARGES AND OTHER, NET
|
3,059
|
3,279
|
|||||
|
GOODWILL
|
18,677
|
18,679
|
|||||
|
|
|||||||
|
Total
assets
|
$
|
302,059
|
$
|
292,223
|
|||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
|
CURRENT
LIABILITIES:
|
|||||||
|
Trade
payables
|
$
|
6,097
|
$
|
7,774
|
|||
|
Other
payables and accrued expenses
|
19,249
|
18,620
|
|||||
|
Total
current liabilities
|
25,346
|
26,394
|
|||||
|
ACCRUED
SEVERANCE PAY
|
6,170
|
5,887
|
|||||
|
SENIOR
CONVERTIBLE NOTES
|
120,880
|
120,836
|
|||||
|
Total
shareholders' equity
|
149,663
|
139,106
|
|||||
|
Total
liabilities and shareholders' equity
|
$
|
302,059
|
$
|
292,223
|
|||
Page
7 of
10
AUDIOCODES
LTD. AND ITS SUBSIDIARIES
CONDENSED
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
U.S.
dollars in thousands, except share and per share data
|
Three
months ended
|
|||||||
|
March
31,
|
|||||||
|
2006
|
2005
|
||||||
|
(Unaudited)
|
|||||||
|
Revenues
|
$
|
31,334
|
$
|
26,928
|
|||
|
Cost
of revenues
|
12,693
|
10,942
|
|||||
|
Gross
profit
|
18,641
|
15,986
|
|||||
|
Operating
expenses:
|
|||||||
|
Research
and development, net
|
7,289
|
5,668
|
|||||
|
Selling
and marketing
|
8,075
|
5,876
|
|||||
|
General
and administrative
|
1,810
|
1,411
|
|||||
|
Total
operating expenses
|
17,174
|
12,955
|
|||||
|
Operating
income
|
1,467
|
3,031
|
|||||
|
Financial
income, net
|
1,109
|
328
|
|||||
|
Equity
in losses of affiliated companies
|
173
|
256
|
|||||
|
Income
before taxes on income
|
2,403
|
3,103
|
|||||
|
Taxes
on income, net
|
126
|
140
|
|||||
|
Net
income
|
$
|
2,277
|
$
|
2,963
|
|||
|
Basic
net earnings per share
|
$
|
0.06
|
$
|
0.07
|
|||
|
Diluted
net earnings per share
|
$
|
0.05
|
$
|
0.07
|
|||
|
Weighted
average number of shares used in computing basic net earnings per
share
(in thousands)
|
41,049
|
40,027
|
|||||
|
Weighted
average number of shares used in computing diluted net earnings per
share
(in thousands)
|
43,938
|
43,549
|
|||||
Page
8 of
10
AUDIOCODES
LTD. AND ITS SUBSIDIARIES
NON-GAAP
PROFORMA STATEMENTS OF OPERATIONS
U.S.
dollars in thousands, except share and per share data
|
Three
months ended
|
|||||||
|
March
31,
|
|||||||
|
2006
|
2005
|
||||||
|
(Unaudited)
|
|||||||
|
Revenues
|
$
|
31,334
|
$
|
26,928
|
|||
|
Cost
of revenues *)
|
12,559
|
10,942
|
|||||
|
Gross
profit
|
18,775
|
15,986
|
|||||
|
Operating
expenses:
|
|||||||
|
Research
and development, net *)
|
6,581
|
5,668
|
|||||
|
Selling
and marketing *)
|
7,222
|
5,876
|
|||||
|
General
and administrative *)
|
1,454
|
1,411
|
|||||
|
Total
operating expenses
|
15,257
|
12,955
|
|||||
|
Operating
income
|
3,518
|
3,031
|
|||||
|
Financial
income, net
|
1,109
|
328
|
|||||
|
Equity
in losses of affiliated companies
|
173
|
256
|
|||||
|
Income
before taxes on income
|
4,454
|
3,103
|
|||||
|
Taxes
on income, net
|
126
|
140
|
|||||
|
Non-GAAP
net income
|
$
|
4,328
|
$
|
2,963
|
|||
|
Non-GAAP
diluted net earnings per share
|
$
|
0.10
|
$
|
0.07
|
|||
|
Weighted
average number of shares used in computing non-GAAP diluted net earnings
per share (in thousands)
|
50,619
|
43,549
|
|||||
*)
Excluding stock-based compensation expenses related to options granted to
employees and others as a result of the adoption of SFAR 123R as of January
1,
2006
Page
9 of
10
AUDIOCODES
LTD. AND ITS SUBSIDIARIES
CONDENSED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
U.S.
dollars in thousands
|
Three
months ended
March
31,
|
||||
|
2006
|
||||
|
(Unaudited)
|
||||
|
Cash
flows from operating activities:
|
||||
|
Net
income
|
$
|
2,277
|
||
|
Adjustments
required to reconcile net income to net cash provided by operating
activities:
|
||||
|
Depreciation
and amortization
|
862
|
|||
|
Net
loss from sale of marketable securities
|
15
|
|||
|
Amortization
of marketable securities premiums and accretion of discounts, net
|
60
|
|||
|
Equity
in losses of affiliated companies
|
173
|
|||
|
Increase
in accrued severance pay, net
|
129
|
|||
|
Stock-based
compensation expenses
|
2,051
|
|||
|
Amortization
of senior convertible notes discount and deferred charges
|
49
|
|||
|
Decrease
in accrued interest on marketable securities, bank deposits and structured
notes
|
13
|
|||
|
Increase
in deferred tax assets
|
(303
|
)
|
||
|
Decrease
in trade receivables, net
|
71
|
|||
|
Increase
in other receivables and prepaid expenses
|
(349
|
)
|
||
|
Increase
in inventories
|
(1,458
|
)
|
||
|
Decrease
in trade payables
|
(1,677
|
)
|
||
|
Increase
in other payables and accrued expenses
|
629
|
|||
|
Net
cash provided by operating activities
|
2,542
|
|||
|
Cash
flows from investing activities:
|
||||
|
Proceeds
from sale of marketable securities
|
979
|
|||
|
Proceeds
from sale of bank deposits
|
17,209
|
|||
|
Investments
in companies
|
(1,136
|
)
|
||
|
Purchase
of property and equipment
|
(454
|
)
|
||
|
|
||||
|
Net
cash provided by investing activities
|
16,598
|
|||
|
Cash
flows from financing activities:
|
||||
|
Proceeds
from issuance of shares upon exercise of options and employee stock
purchase plan
|
6,315
|
|||
|
|
||||
|
Net
cash provided by financing activities
|
6,315
|
|||
|
Increase
in cash and cash equivalents
|
25,455
|
|||
|
Cash
and cash equivalents at the beginning of the period
|
70,957
|
|||
|
Cash
and cash equivalents at the end of the period
|
$
|
96,412
|
||
Page
10 of
10