Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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

of the Securities Exchange Act of 1934

 

For the Month of July 2024

 

Commission file number 0-30070

 

AUDIOCODES LTD.

(Translation of registrant’s name into English)

 

6 Ofra Haza Street • Or Yehuda • 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): ¨

 

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.

 

 

 

 

 

On July 30, 2024, AudioCodes Ltd. (the “Registrant”) issued a press release announcing financial results for the second quarter of 2024, a semi-annual cash dividend and other matters. A copy of this press release is attached hereto as Exhibit 1 and incorporated by reference herein.

 

The information set forth in (a) the second, third, fifth and eighth paragraphs following the heading “Details,” the paragraphs following the heading “Share Buy Back Program” and the paragraphs following the heading “Cash Dividend,” and (b) the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed 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-3ASR, File No. 333-238867; (ii) the Registrant’s Registration Statement on Form S-8, File No. 333-11894; (iii) the Registrant’s Registration Statement on Form S-8, File No. 333-13268; (iv) the Registrant’s Registration Statement on Form S-8, File No. 333-105473; (v) the Registrant’s Registration Statement on Form S-8, File No. 333-144825; (vi) the Registrant’s Registration Statement on Form S-8, File No. 333-160330; (vii) the Registrant’s Registration Statement on Form S-8, File No. 333-170676; (viii) the Registrant’s Registration Statement on Form S-8, File No. 333-190437; (ix) the Registrant’s Registration Statement on Form S-8, File No. 333-210438; (x) the Registrant’s Registration Statement on Form S-8, File No. 333-230388; and (xi) the Registrant’s Registration Statement on Form S-8, File No. 333-264535.

 

 

 

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/ NIRAN BARUCH
		Niran Baruch
		Vice President Finance and Chief Financial Officer

 

Dated: July 30, 2024

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
1		Press release, dated July 30, 2024, announcing financial results for the second quarter of 2024, declaration of semi-annual cash dividend, and other matters.

 

 

Exhibit 1

 

AudioCodes Press Release

 

P R E S S R E L E A S E

 

Company Contacts
Niran Baruch, Chief Financial Officer AudioCodes Tel: [phone] [e-mail]	Roger L. Chuchen, VP, Investor Relations AudioCodes Tel: [phone] [e-mail]

 

AudioCodes Reports Second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share

 

Or Yehuda, Israel – July 30, 2024 - AudioCodes (NASDAQ: AUDC) Press Release

 

Second Quarter Highlights

 

·

Quarterly revenues increased by 0.5% year-over-year to $60.3 million;

 

·

Quarterly service revenues increased by 12.3% year-over-year to $32 million;

 

·

GAAP results:

 

o

Quarterly GAAP gross margin was 65.5% ;

 

o

Quarterly GAAP operating margin was 8.2%;

 

o

Quarterly GAAP EBITDA was $6.2 million;

 

o

Quarterly GAAP net income was $3.8 million, or $0.12 per diluted share.

 

·

Non-GAAP results:

 

o

Quarterly Non-GAAP gross margin was 65.8%;

 

o

Quarterly Non-GAAP operating margin was 11.9%;

 

o

Quarterly Non-GAAP EBITDA was $8.3 million;

 

o

Quarterly Non-GAAP net income was $5.5 million, or $0.18 per diluted share.

 

·

Net cash used by operating activities was $2.9 million for the quarter.

 

·

AudioCodes repurchased 116,453 of its ordinary shares during the quarter at an aggregate cost of $1.2 million.

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 1 of 10

 

 

AudioCodes Press Release

 

Details

 

AudioCodes, a leading vendor of advanced communications software, products and productivity solutions for the digital workplace, today announced its financial results for the second quarter ended June 30, 2024.

 

Revenues for the second quarter of 2024 were $60.3 million compared to $60.0 million for the second quarter of 2023.

 

EBITDA for the second quarter of 2024 was $6.2 million compared to $2.9 million for the second quarter of 2023.

 

On a Non-GAAP basis, EBITDA for the second quarter of 2024 was $8.3 million compared to $6.2 million for the second quarter of 2023.

 

Net income was $3.8 million, or $0.12 per diluted share, for the second quarter of 2024 compared to net income of $1.1 million, or $0.03 per diluted share, for the second quarter of 2023.

 

On a Non-GAAP basis, net income was $5.5 million, or $0.18 per diluted share, for the second quarter of 2024 compared to $5.1 million, or $0.16 per diluted share, for the second quarter of 2023.

 

Non-GAAP net income excludes: (i) share-based compensation expenses; (ii) amortization expenses related to intangible assets; (iii) expenses related to deferred payments in connection with the acquisition of Callverso Ltd; (iv) financial income (expenses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies; (v) tax impact which relates to our Non-GAAP adjustments; and (vi) in Q1 2024 non-cash lease expense which is required to be recorded during the quarter even though this is a free rent period under the lease for the Company’s new headquarters. A reconciliation of net income on a GAAP basis to a non-GAAP basis is provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

 

Net cash used by operating activities was $2.9 million for the second quarter of 2024. Cash and cash equivalents, short-term bank deposits, long and short-term marketable securities and long financial investments were $93.7 million as of June 30, 2024 compared to $106.7 million as of December 31, 2023. The decrease in cash and cash equivalents, short-term bank deposits, long and short-term marketable securities and long financial investments was the result of the use of cash for the continued repurchasing of the Company’s ordinary shares pursuant to its share repurchase program and the payment of a cash dividend during the first quarter of 2024 and purchase of property and equipment related to leasehold improvements of our new corporate headquarter in Israel, offset, in part, by cash from operating activities.

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 2 of 10

 

 

AudioCodes Press Release

 

“I am pleased to report solid second quarter 2024 results, marked by the second consecutive quarter of positive top-line growth and ongoing momentum in our Microsoft and conversational AI businesses with sequential uptick in our legacy gateway business,” said Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes.

 

In terms of our strategic business lines, Microsoft Teams business in the second quarter grew 3.3% year-over-year, with steady increase in the Live managed services, which grew about 35% year-over-year and reached ARR of $56 million exiting second quarter 2024. Second quarter Live business growth puts us on track to land within our full year 2024 ARR target range of $64-$70 million, representing an average approximate annual growth rate of 40% compared to 2023.

 

In the CX business, our healthy pipeline continues to support a positive outlook for second half and full year 2024. Conversational AI business grew over 50% year-over-year, benefiting from customers’ inexorable demand to drive innovation and deliver productivity improvements on projects in both the UC and CX space. We have witnessed progress made in several new Conversational AI activities. These include among others, Voca CIC, our AI first CX solution for Microsoft Teams, SaaS Recording solutions such as Meeting Insights and interaction recording, and in the MS Teams meeting room space.

 

Underlying business momentum remains strong, as we had several notable wins with marquee accounts in the quarter, from a combination of new customer additions as well as cross-sell of products and services to existing ones. Key to such cross sales success is our Live Platform for UCaaS and CCaaS, which encompasses a comprehensive stack of voice related services to the Microsoft Teams ecosystem. 

 

Overall, we delivered on our business priorities in the quarter, fostering momentum in strategic areas of our business and successfully executing on the cost rationalization initiatives.  We believe this lays the foundation to drive healthy top-line growth long-term while driving significant margin expansion in 2024 and beyond,” concluded Mr. Adlersberg. 

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 3 of 10

 

 

AudioCodes Press Release

 

Share Buy Back Program

 

During the quarter ended June 30, 2024, the Company acquired 116,453 of its ordinary shares under its share repurchase program for a total consideration of $1.2 million.

In July 2024, the Company received court approval in Israel to purchase up to an aggregate amount of $20 million of additional ordinary shares. The court approval also permits AudioCodes to declare a dividend out of any part of this amount. The approval is valid through January 1, 2025.

 

Cash Dividend

 

AudioCodes also announced today that the Company’s Board of Directors has declared a cash dividend in the amount of 18 cents per share. The aggregate amount of the dividend is approximately $5.5 million. The dividend is payable on August 29, 2024, to all of the Company’s shareholders of record at the close of trading on the NASDAQ Global Select Market on August 15, 2024. 

 

In accordance with Israeli tax law, the dividend is subject to withholding tax at source at the rate of 25% of the dividend amount payable to each shareholder of record, subject to applicable exemptions. If the recipient of the dividend is at the time of distribution or was at any time during the preceding 12-month period the holder of 10% or more of the Company's share capital, the withholding rate is 30%.

 

The dividend will be paid in U.S. dollars on the ordinary shares of AudioCodes Ltd. that are traded on the Nasdaq Global Select Market or the Tel-Aviv Stock Exchange. The amount and timing of any other dividends will be determined by the Board.

 

Conference Call & Web Cast Information

 

AudioCodes will conduct a conference call at 8:30 A.M., Eastern Time today to discuss the Company's second quarter of 2024 operating performance, financial results and outlook. Interested parties may participate in the conference call by dialing one the following numbers:

 

United States Participants: 888-506-0062

 

International Participants: [phone]

 

The conference call will also be simultaneously webcast. Investors are invited to listen to the call live via webcast at the AudioCodes investor website at http://www.audiocodes.com/investors-lobby.

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 4 of 10

 

 

AudioCodes Press Release

 

Follow AudioCodes’ social media channels:

 

AudioCodes invites you to join our online community and follow us on: AudioCodes Voice Blog, LinkedIn, Twitter, Facebook, and YouTube.

 

About AudioCodes

 

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a leading vendor of advanced communications software, products and productivity solutions for the digital workplace. AudioCodes enables enterprises and service providers to build and operate all-IP voice networks for unified communications, contact centers, and hosted business services. AudioCodes offers a broad range of innovative products, solutions and services that are used by large multi-national enterprises and leading tier-1 operators around the world.

 

For more information on AudioCodes, visit http://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 the demand for existing products; 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; possible need for additional financing; the ability to satisfy covenants in the Company’s loan agreements; possible disruptions from acquisitions; the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business; possible adverse impact of the COVID-19 pandemic on our business and results of operations; the effects of the current terrorist attacks by Hamas in Israel, and the war and hostilities between Israel and Hamas, and Israel and Hezbollah as well as the possibility that this could develop into a broader regional conflict involving Israel with other parties, may affect our operations and may limit our ability to produce and sell our solutions; any disruption in our operations by the obligations of our personnel to perform military service as a result of current or future military actions involving Israel; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

 

©2024 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What’s Inside Matters, OSN, SmartTAP, User Management Pack, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, VocaNom, AudioCodes One Voice, AudioCodes Meeting Insights, AudioCodes Room Experience are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.

 

Summary financial data follows

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 5 of 10

 

 

AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

 

		June 30,				December 31,
		2024				2023
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	20,849			$	30,546
Short-term and restricted bank deposits			206				212
Short-term marketable securities			21,113				7,438
Trade receivables, net			55,010				51,125
Other receivables and prepaid expenses			9,146				9,381
Inventories			37,893				43,959
Total current assets			144,217				142,661
LONG-TERM ASSETS:
Long-term Trade receivables		$	16,680			$	16,798
Long-term marketable securities			48,944				65,732
Long-term financial investments			2,557				2,730
Deferred tax assets			5,966				6,208
Operating lease right-of-use assets			34,263				36,712
Severance pay funds			16,975				17,202
Total long-term assets			125,385				145,382
PROPERTY AND EQUIPMENT, NET			21,846				10,893
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET			38,315				38,581
Total assets		$	329,763			$	337,517
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables			5,102				7,556
Other payables and accrued expenses			26,369				29,943
Deferred revenues			39,988				38,820
Short-term operating lease liabilities			5,931				7,878
Total current liabilities			77,390				84,197
LONG-TERM LIABILITIES:
Accrued severance pay		$	15,956			$	16,662
Deferred revenues and other liabilities			17,277				17,142
Long-term operating lease liabilities			31,024				31,404
Total long-term liabilities			64,257				65,208
Total shareholders’ equity			188,116				188,112
Total liabilities and shareholders' equity		$	329,763			$	337,517

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 6 of 10

 

 

AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except per share data

 

		Six months ended								Three months ended
		June 30,								June 30,
		2024				2023				2024				2023
		(Unaudited)								(Unaudited)
Revenues:
Products		$	56,897			$	60,260			$	28,347			$	31,567
Services			63,482				58,973				31,956				28,453
Total Revenues			120,379				119,233				60,303				60,020
Cost of revenues:
Products			22,743				25,221				10,918				12,177
Services			19,494				18,992				9,910				9,366
Total Cost of revenues			42,237				44,213				20,828				21,543
Gross profit			78,142				75,020				39,475				38,477
Operating expenses:
Research and development, net			27,114				29,403				13,181				14,394
Selling and marketing			34,820				35,526				17,453				17,679
General and administrative			7,991				8,680				3,905				4,149
Total operating expenses			69,925				73,609				34,539				36,222
Operating income			8,217				1,411				4,936				2,255
Financial income (expenses), net			419				1,196				396				247
Income before taxes on income			8,636				2,607				5,332				2,502
Taxes on income, net			(2,779	)			(1,734	)			(1,558	)			(1,447	)
Net income		$	5,857			$	873			$	3,774			$	1,055
Basic net earnings per share		$	0.19			$	0.03			$	0.12			$	0.03
Diluted net earnings per share		$	0.19			$	0.03			$	0.12			$	0.03
Weighted average number of shares used in computing basic net earnings per share (in thousands)			30,337				32,024				30,341				31,900
Weighted average number of shares used in computing diluted net earnings per share (in thousands)			30,764				33,017				30,735				32,977

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 7 of 10

 

 

AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME

U.S. dollars in thousands, except per share data

 

		Six months ended								Three months ended
		June 30,								June 30,
		2024				2023				2024				2023
		(Unaudited)								(Unaudited)
GAAP net income		$	5,857			$	873			$	3,774			$	1,055
GAAP net earnings per share		$	0.19			$	0.03			$	0.12			$	0.03
Cost of revenues:
Share-based compensation (1)			175				210				96				103
Amortization expenses (2)			244				257				122				122
Lease expenses (6)			304				-				-				-
			723				467				218				225
Research and development, net:
Share-based compensation (1)			1,171				1,441				579				698
Deferred payments expenses (3)			-				250				-				125
Lease expenses (6)			342				-				-				-
			1,513				1,691				579				823
Selling and marketing:
Share-based compensation (1)			1,472				2,330				749				1,093
Amortization expenses (2)			22				22				11				11
Deferred payments expenses (3)			-				250				-				125
Lease expenses (6)			38				-				-				-
			1,532				2,602				760				1,229
General and administrative:
Share-based compensation (1)			1,434				2,428				692				1,169
Lease expenses (6)			76				-				-				-
			1,510				2,428				692				1,169
Financial expenses (income):
Exchange rate differences (4)			(809	)			(470	)			(445	)			71
Income taxes:
Taxes on income, net (5)			422				224				(49	)			562
Non-GAAP net income		$	10,748			$	7,815			$	5,529			$	5,134
Non-GAAP diluted net earnings per share		$	0.34			$	0.24			$	0.18			$	0.16
Weighted average number of shares used in computing Non-GAAP diluted net earnings per share (in thousands)			31,561				32,977				31,552				33,017

 

(1)

Share-based compensation expenses related to options and restricted share units granted to employees and others.

(2)

Amortization expenses related to intangible assets.

(3)

Expenses related to deferred payments in connection with the acquisition of Callverso Ltd.

(4)

Financial income (expenses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies.

(5)

Tax impact which relates to our non-GAAP adjustments.

(6)

In Q1 2024, non-cash lease expense which is required to be recorded during the quarter even though this is a free rent period under the lease for the Company’s new headquarters.

 

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information.

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 8 of 10

 

 

AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

 

		Six months ended								Three months ended
		June 30,								June 30,
		2024				2023				2024				2023
		(Unaudited)								(Unaudited)
Cash flows from operating activities:
Net income		$	5,857			$	873			$	3,774			$	1,055
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			1,784				1,320				1,261				669
Amortization of marketable securities premiums and accretion of discounts, net			615				712				301				340
Decrease in accrued severance pay, net			(479	)			(272	)			(369	)			(288	)
Share-based compensation expenses			4,252				6,409				2,116				3,063
Decrease in deferred tax assets, net			64				168				850				534
Cash financial loss (income), net			154				(332	)			69				58
Decrease in operating lease right-of-use assets			3,557				4,282				1,168				2,132
Decrease in operating lease liabilities			(3,435	)			(4,355	)			(1,324	)			(818	)
Decrease (increase) in trade receivables, net			(3,767	)			6,939				(6,083	)			428
Decrease (increase) in other receivables and prepaid expenses			235				1,911				(305	)			1,727
Decrease (increase) in inventories			5,947				(9,512	)			2,689				(3,746	)
Decrease in trade payables			(2,454	)			(4,218	)			(2,220	)			(3,462	)
Increase (decrease) in other payables and accrued expenses			(1,605	)			(4,934	)			127				(869	)
Increase (decrease) in deferred revenues			1,365				6,443				(4,945	)			1,383
Net cash provided by operating activities			12,090				5,434				(2,891	)			2,206
Cash flows from investing activities:
Proceeds from short-term deposits			6				5,006				2				2
Proceeds from financial investment			47				-				26				-
Proceeds from redemption of marketable securities			3,450				2,000				2,950				1,000
Proceeds from redemption of financial investments			-				11,043				-				8,294
Purchase of property and equipment			(15,263	)			(3,263	)			(8,478	)			(1,947	)
Net cash provided by (used in) investing activities			(11,760	)			14,786				(5,500	)			7,349

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 9 of 10

 

 

AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

 

		Six months ended								Three months ended
		June 30,								June 30,
		2024				2023				2024				2023
		(Unaudited)								(Unaudited)
Cash flows from financing activities:
Purchase of treasury shares			(4,754	)			(2,926	)			(1,170	)			(2,926	)
Cash dividends paid to shareholders			(5,453	)			(5,718	)			-				-
Proceeds from issuance of shares upon exercise of options			180				114				-				18
Net cash used in financing activities			(10,027	)			(8,530	)			(1,170	)			(2,908	)
Net increase (decrease) in cash, cash equivalents, and restricted cash			(9,697	)			11,690				(9,561	)			6,647
Cash, cash equivalents and restricted cash at beginning of period			30,546				24,535				30,410				29,578
Cash, cash equivalents and restricted cash at end of period		$	20,849			$	36,225			$	20,849			$	36,225

 

AudioCodes Reports second Quarter 2024 Results and Declares Semi-Annual Dividend of 18 cents per share		Page 10 of 10

 

 

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