UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 20, 2004
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Date of Report
(Date of earliest event reported)
RADVISION LTD.
(Exact name of registrant as specified in its charter)
Israel 000-29871 N/A
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(State or other jurisdiction (Commission (IRS Employer Identification
of incorporation) File Number) No.)
24 Raul Wallenberg Street, Tel Aviv 69719, Israel
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(Address of principal executive offices and zip code)
011-972-3-645-5220
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 20, 2004, the registrant reported its results of operations
for the three and nine month periods ended September 30, 2004. A copy of the
press release issued by the registrant in this connection is furnished herewith
as Exhibit 99.1 to this report.
The information contained herein and in the accompanying exhibit shall
not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended, or
incorporated by reference into any filing of the Company unless the registrant
specifically states that the information is to be considered "filed" under the
Securities Exchange Act of 1934 or incorporates it by reference into a filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934.
The registrant is a foreign private issuer and, therefore, is exempt
from Regulation FD.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Press Release dated October 20, 2004.
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.
Date: October 20, 2004 RADVISION LTD.
(Registrant)
By: /s/Arnold Taragin
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Arnold Taragin
Corporate Vice President and General Counsel
Exhibit 99.1
Press Release Source: RADVISION
RADVISION Reports Third Quarter 2004 Results
Wednesday October 20, 7:00 am ET
Record Revenues in Line with Forecast
Stronger than Expected Contribution from Technology Unit
FAIR LAWN, N.J.--(BUSINESS WIRE)--Oct. 20, 2004--RADVISION (NASDAQ:RVSN - News)
today announced that revenues for the third quarter of 2004 were $16.7 million,
an increase of 28% from the third quarter of 2003. Net income was $1.4 million
or $0.07 per diluted share and included a one-time operating expense of $330,000
related to the previously announced acquisition of intellectual property and key
developer assets from VisionNex Technologies. Before inclusion of the one-time
item, net income was $1.7 million or $0.08 per diluted share. By comparison, net
income was $912,000 or $0.05 per diluted share in the third quarter of 2003.
Operating profit for the third quarter was $881,000 after the one-time operating
expense and $1.2 million before the one-time expense. That compares with
operating profit of $412,000 in the third quarter of 2003.
The record revenues consisted of $5.3 million in Technology Business Unit (TBU)
sales and $11.4 million in Networking Business Unit (NBU) sales, representing
increases of 66% and 15%, respectively, over the third quarter of 2003.
For the nine months ended September 30, 2004, revenues increased to $46.7
million from $35.7 million in the same period of 2003. Operating income
year-to-date in 2004 was $2.2 million, before a one-time operating gain of $1.1
million in the 2004 first quarter and the one-time operating expense of $330,000
in the 2004 third quarter. By comparison, the Company incurred an operating loss
of $557,000 in the first nine months of 2003. Net income for the first nine
months of 2004 was $3.6 million or $0.17 per diluted share, before the one-time
items in the first and third quarters. After inclusion of the one-time items,
net income for the first nine months of 2004 was $4.3 million or $0.20 per
diluted share. For the first nine months of 2003, net income was $1.1 million or
$0.05 per diluted share.
The Company ended the third quarter of 2004 with approximately $105.4 million in
cash and liquid investments, an increase of $554,000 over the prior quarter, and
equivalent to $5.31 per basic share. The increase reflects operating cash flow
of $1.8 million and an additional $525,000 from the exercise of options, offset
by $485,000 in capital expenditures and $1.3 million related to the acquisition
of assets from VisionNex.
Third quarter 2004 revenues reflect TBU sales that were 18% higher than
forecast. Asia Pacific NBU sales were particularly strong, nearly double the
prior quarter, and NBU non-Cisco sales in the Americas grew 26%. These factors
offset weaker than expected NBU revenue from EMEA and from room conferencing
systems through the Cisco channel. The better than forecasted gross profit
margin in the 2004 third quarter resulted from the higher than expected TBU
revenues.
Gadi Tamari, Chief Executive Officer of RADVISION, commented: "We are seeing
traction in all three of our most promising markets - TBU toolkits and
professional services, 3G, and desktop video. The continued strong worldwide
performance of our TBU included important sales to tier-one chipset
manufacturers as well as of our 3G-324M toolkit for the 3G mobile market. We had
five new 3G deals in NBU in the third quarter and also reached a milestone in
our desktop conferencing activities with the first general deployment of our
IMfirst solution for the Microsoft communications environment."
Mr. Tamari continued: "The growth of NBU sales in APAC also reflected
substantial strength in China. Our deal with Beijing-based VisionNex gives us
the key technology and integration staff that will help us drive future
development of larger video, voice and data communications architecture and will
better enable us to adapt our solutions for the key regions of China and all of
Asia Pacific."
Mr. Tamari added: "NBU in the Americas had particularly strong interest in our
IMfirst solution, which also has a growing number of pilots worldwide. As we
announced separately today, we are developing an all-software platform for the
Microsoft Live Communications Server environment. And, we expect our sales
through our major channel partner Cisco to accelerate growth in 2005 supporting
their video IP phones."
Mr. Tamari concluded: "We see convincing evidence that personal video for
business and in the mobile sectors will be the significant engines of our growth
in 2005 and beyond."
Guidance
The following statements are forward-looking, and actual results may differ
materially. The Company expects fourth quarter 2004 revenues to be approximately
$17.5 million and net income to approximate $1.8 million or $0.08 per diluted
share. This compares to fourth quarter 2003 revenues of $15.6 million and net
income of $2.4 million or $0.11 per diluted share. As previously discussed, the
Company is pursuing strategic initiatives and making operating investments in
2004, as it positions itself for the realization of a much larger market
opportunity in the coming years. (Full details are available on the Company's
web site at www.radvision.com.)
Third Quarter 2004 Earnings Conference Call/Webcast
RADVISION will hold a conference call to discuss its Third Quarter results and
fourth Quarter 2004 outlook, today, Wednesday, October 20, 2003 at 9:00 a.m.
(Eastern). To access the conference call, please dial 1-888-928-9122
(International dialers can call +1-517-623-4001) by 8:45 a.m. The passcode
"RADVISION" will be required to access the live conference call. A live webcast
of the conference call will also be available in the investor relations section
of the company's website at www.radvision.com.
A PowerPoint presentation highlighting key financial metrics as well as the
Fourth Quarter 2004 estimate will be available in the Investor Relations section
of the company's website, www.radvision.com. The presentation will be available
beginning at 8:00 a.m. (EDT) on October 20th and will be archived on the website
until the end of the Fourth Quarter. A replay of the call will be available
beginning approximately one hour after the conclusion of the call through 12:00
midnight (Eastern) on October 27, 2004. To access the replay, please dial
1-866-492-3849 (International dialers can call +1-203-369-1742).
About RADVISION
RADVISION Ltd. (Nasdaq: RVSN - News) is the industry's leading provider of high
quality, scalable and easy-to-use products and technologies for
videoconferencing, video telephony, and the development of converged voice,
video and data over IP and 3G networks. RADVISION has two distinct business
units. RADVISION's Networking Business Unit (NBU) offers one of the broadest and
most complete sets of videoconferencing network solutions for IP- and ISDN-based
networks, supporting all end points in the industry. The company also provides
businesses and service providers with integrated solutions that deliver
converged IP-based video telephony applications to employee computer desktops
and residential broadband homes worldwide. The Company's Technology Business
Unit (TBU) provides protocol development tools and platforms, enabling equipment
vendors and service providers to develop and deploy new converged networks,
services, and technologies. For more information please visit our website at
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
RADVISION's Form 10-K Annual Report. 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 share and per share data)
Three months ended Nine months ended
September 30, September 30,
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2004 2003 2004 2003
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Unaudited
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Revenues $16,708 $13,081 $46,675 $35,738
Cost of revenues 3,426 2,933 9,921 7,891
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Gross profit 13,282 10,148 36,754 27,847
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Operating costs and
expenses:
Research and
development 4,553 3,693 12,615 10,853
Marketing and selling 6,305 5,023 18,270 14,607
General and
administrative 1,213 1,020 3,663 2,944
In-process research
and development
write-off 330 - 330 -
One-time income - - (1,061) -
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Total operating costs
and expenses 12,401 9,736 33,817 28,404
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Operating profit (loss) 881 412 2,937 (557)
Financial income, net 500 500 1,344 1,626
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Net income 1,381 912 4,281 1,069
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Basic net earnings per
share $0.07 $0.05 $0.22 $0.06
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Weighted Average Number
of Shares used in
computing basic net
earnings per share 19,853,872 18,743,188 19,682,936 18,516,076
========= =========== ========== ==========
Diluted net earnings
per share $0.07 $0.05 $0.20 $0.05
========== ========== ========== ==========
Weighted Average Number
of Shares used in
computing diluted net
earnings per share 21,149,001 20,012,705 21,372,063 19,518,687
========= ========== =========== =========
RADVISION LTD.
Consolidated Balance Sheet
(U.S. Dollars in thousands)
September 30, December 31,
2004 2003
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(Unaudited) (Audited)
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Assets
Cash and Cash Equivalents (* see below) $20,892 $16,433
Short-term Bank Deposits (* see below) 31,827 34,977
Trade Receivables, Net 10,609 8,685
Other Receivables 3,296 2,704
Inventories 1,127 969
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Total Current Assets 67,751 63,768
Severance Pay Fund 2,391 2,171
Long-term Securities and Bank Deposits (* see
below) 52,667 48,501
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Total Long-term Assets 55,058 50,672
Property and Equipment
Cost 14,181 12,479
Less Accumulated Depreciation (11,523) 9,907
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2,658 2,572
Other Assets, net 981 -
Total Assets $126,448 $117,012
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Liabilities and Equity
Trade Payable $2,294 $1,270
Other Payables & Accrued Expenses 20,640 19,148
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Current Liabilities 22,934 20,418
Accrued Severance Pay 3,454 3,353
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Total Liabilities 26,388 23,771
Shareholders' Equity
Share Capital 187 187
Additional Paid in Capital 104,663 104,663
Treasury Stock (1,517) (5,075)
Accumulated Deficit (3,273) (6,534)
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Total Shareholders' Equity 100,060 93,241
Total Liabilities and Shareholders' Equity $126,448 $117,012
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(*)Total Cash and Liquid Investments 105,386 99,911
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Contact:
RADVISION
Corporate Contacts:
Tsipi Kagan, 201-689-6340
cfo@radvision.com
or
Peter Benedict, 201-689-6311
pr@radvision.com
or
Investor Relations:
Comm-Partners LLC
June Filingeri, 203-972-0186
junefil@optonline.net