Form 6-K RADWARE LTD For: Apr 30
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 Under
The Securities Exchange Act of 1934
For the month of April 2015
Commission File Number: 0-30324
Radware Ltd.
(Translation of Registrant’s Name into English)
22 Raoul Wallenberg Street, Tel Aviv 69710, 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 x Form 40-F o
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): N/A
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): N/A
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 o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A
This Form 6-K (including exhibits thereto) is hereby incorporated by reference into Registration Statements on Form S-8 (Commission File Numbers 333-12156, 333-13818, 333-105213, 333-114668, 333-135218, 333-161796, 333-166673, 333-166674 and 333-193124).
CONTENTS
This report on Form 6-K of Radware Ltd. consists of the following documents, which are attached hereto and incorporated by reference herein:
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1.
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Press Release: Radware Ltd. Announces First Quarter 2015 Results
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2.
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Press Release: Radware Announces a New $40 Million Share Buyback Plan
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SIGNATURES
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.
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RADWARE LTD.
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Date: April 30, 2015
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By:
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/s/ Meir Moshe | |
| Meir Moshe | |||
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description of Exhibits
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1.1
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Press Release: Radware Ltd. Announces First Quarter 2015 Results, dated April 30, 2015
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1.2
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Press Release: Radware Announces a New $40 Million Share Buyback Plan, dated April 30, 2015
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Exhibit 1.1
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CONTACTS
Chief Financial Officer
Meir Moshe
+972-3766-8610
Corporate Media Relations
Brian Gallagher
+1 201-785-3206
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Radware Ltd. Announces First Quarter 2015 Results
* Quarterly Revenues of $57.2 Million
* Quarterly Non-GAAP EPS $0.22
* Quarterly Non-GAAP Operating Margin of 19%
TEL AVIV, ISRAEL: April 30, 2015 — Radware® (NASDAQ: RDWR), a leading provider of cyber security and application delivery solutions ensuring optimal service level for applications in virtual, cloud and software defined data centers, today reported quarterly revenues of $57.2 million for the first quarter of 2015. This represents an increase of 12% compared with revenues of $51.0 million for the first quarter of 2014.
Net income on a GAAP basis for the first quarter of 2015 was $6.5 million or $0.14 per diluted share, compared with net income of $4.1 million or $0.09 per diluted share for the first quarter of 2014.
Net income on a Non-GAAP basis for the first quarter of 2015 was $10.5 million or $0.22 per diluted share, compared with net income of $7.8 million or $0.17 per diluted share for the first quarter of 2014.
At the end of the first quarter 2015, the company’s overall cash position including cash, short-term and long-term bank deposits and marketable securities amounted to $321.9 million.
“We are pleased with our continued steady growth in the first quarter which was fueled by strong performance from our security and cloud solutions,” says Roy Zisapel, president and chief executive officer, Radware. “We will maintain our strong focus to address the critical needs of our customers in cyber security through our data center solutions and cloud services.”
During the first quarter of 2015, Radware released the following significant announcements:
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Radware Launches its Newest Application Delivery Controller Platform – Alteon NG 5208
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Radware Integrates Application Delivery and Security Services into Cisco’s Application Centric Infrastructure
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ADCs Move Beyond Load Balancing Into Critical Security Role for Enterprises
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Radware’s Attack Mitigation System Selected by BlackMesh - Provides Customers Protection Against DDoS Without Impacting Legitimate Traffic
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Radware Introduces New Attack Mitigation Platform for High Volume Cyber-Attacks
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Radware Introduces LinkProof NG – New Enterprise Gateway Solution to Optimize WAN Connectivity
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Despite Faster Networks and Devices, Radware Report Reveals Web Performance is still Subpar
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Company management will host a quarterly investor conference call at 8:45am ET on April 30, 2015. The call will focus on financial results for the quarter ending March 31, 2015 and other matters related to the Company’s business.
The conference call will be webcast on April 30, 2015 at 8:45am ET in the “listen only” mode via the Internet at: http://www.radware.com/IR/ and will be available for replay during the next 30 days.
Please use the following dial-in numbers to participate in the first quarter 2015 call:
Participants in the US call: Toll Free 1 (800) 230-1074
International participants call: +1 612 288-0337
Conference ID: 357295
About Radware
Radware (NASDAQ: RDWR), is a global leader of application delivery and application security solutions for virtual, cloud and software defined data centers. Its award-winning solutions portfolio delivers service level assurance for business-critical applications, while maximizing IT efficiency. Radware’s solutions empower more than 10,000 enterprise and carrier customers worldwide to adapt to market challenges quickly, maintain business continuity and achieve maximum productivity while keeping costs down. For more information, please visit www.radware.com
Radware encourages you to join our community and follow us on: Facebook, Google+, LinkedIn, Radware Blog, SlideShare, Twitter, YouTube, Radware Connect app for iPhone® and our security center DDoSWarriors.com that provides a comprehensive analysis on DDoS attack tools, trends and threats.
©2015 Radware, Ltd. All rights reserved. Radware and all other Radware product and service names are registered trademarks or trademarks of Radware in the U.S. and other countries. All other trademarks and names are property of their respective owners.
Use of Non-GAAP Financial Information
In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), Radware uses non-GAAP measures of net income and earnings per share, which are adjustments from results based on GAAP to exclude stock-based compensation expenses, in accordance with ASC No. 718, amortization of intangible assets, litigation costs and exchange rate differences, net on balance sheet items included in finance income. Such exchange rate differences may vary from period to period due to changes in exchange rates driven by general market conditions or other circumstances outside of the normal course of Radware's operations. Management believes that exclusion of these charges allows comparisons of operating results that are consistent across past, present and future periods. Radware’s management believes the non-GAAP financial information provided in this release is useful to investors for the purpose of understanding and assessing Radware’s ongoing operations. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures discussed in this press release, to the most directly comparable GAAP financial measures, is included with the financial information contained in this press release. Management uses both GAAP and non-GAAP information in evaluating and operating business internally and, as such, has determined that it is important to provide this information to investors.
Safe Harbor Statement
This press release may contain statements concerning Radware’s future prospects that are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by, or that otherwise include the words "believes", "expects", "anticipates", "intends", "estimates", "plans", and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware's current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions and volatility of the market for our products; changes in the competitive landscape; inability to realize our investment objectives; timely availability and customer acceptance of our new and existing products; risks and uncertainties relating to acquisitions; the impact of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; Competition in the market for Application Delivery and Network Security solutions and our industry in general is intense; and other factors and risks on which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, reference is made to Radware’s Annual Report on Form 20-F which is on file with the Securities and Exchange Commission (SEC) and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.
Consolidated Balance Sheets
(U.S. Dollars in thousands)
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December 31,
2014
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March 31,
2015
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(Audited)
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(Unaudited)
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Current assets
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Cash and cash equivalents
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44,979 | 30,654 | ||||||
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Available-for-sale marketable securities
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29,448 | 26,434 | ||||||
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Short term bank deposits
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29,989 | 19,650 | ||||||
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Trade receivables, net
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25,637 | 25,946 | ||||||
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Other receivables and prepaid expenses
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8,107 | 8,227 | ||||||
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Inventories
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16,844 | 16,253 | ||||||
| 155,004 | 127,164 | |||||||
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Long-term investments
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Available-for-sale marketable securities
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114,519 | 99,494 | ||||||
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Long-term bank deposits
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111,754 | 145,627 | ||||||
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Severance pay funds
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3,040 | 2,938 | ||||||
| 229,313 | 248,059 | |||||||
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Property and equipment, net
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20,592 | 21,691 | ||||||
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Intangible assets, net
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4,756 | 4,405 | ||||||
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Other long-term assets
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3,234 | 3,287 | ||||||
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Goodwill
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30,069 | 30,069 | ||||||
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Total assets
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442,968 | 434,675 | ||||||
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Current liabilities
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Trade payables
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9,817 | 7,107 | ||||||
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Deferred revenues, other payables and accrued expenses
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66,009 | 69,124 | ||||||
| 75,826 | 76,231 | |||||||
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Long-term liabilities
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33,445 | 32,997 | ||||||
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Shareholders’ equity
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Share capital
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654 | 656 | ||||||
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Additional paid-in capital
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294,084 | 298,509 | ||||||
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Accumulated other comprehensive income
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211 | 802 | ||||||
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Treasury stock, at cost
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(41,153 | ) | (60,880 | ) | ||||
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Retained earnings
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79,901 | 86,360 | ||||||
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Total shareholders’ equity
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333,697 | 325,447 | ||||||
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Total liabilities and shareholders' equity
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442,968 | 434,675 | ||||||
| Condensed Consolidated Statements of Income |
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For the three months ended March 31,
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2014
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2015
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(Unaudited)
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(Unaudited)
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Revenues
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51,010 | 57,224 | ||||||
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Cost of revenues
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9,446 | (10,100 | ) | |||||
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Gross profit
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41,564 | 47,124 | ||||||
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Operating expenses:
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Research and development, net
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10,558 | 11,951 | ||||||
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Selling and marketing
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22,412 | 23,580 | ||||||
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General and administrative
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5,002 | 4,097 | ||||||
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Total operating expenses
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37,972 | 39,628 | ||||||
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Operating income
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3,592 | 7,496 | ||||||
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Financial income, net
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1,545 | 650 | ||||||
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Income before income taxes
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5,137 | 8,146 | ||||||
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Income taxes
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(1,054 | ) | (1,687 | ) | ||||
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Net income
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4,083 | 6,459 | ||||||
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Basic net earnings per share
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$ | 0.09 | $ | 0.14 | ||||
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Weighted average number of shares used to compute basic net earnings per share
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44,941,036 | 46,398,833 | ||||||
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Diluted net earnings per share
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$ | 0.09 | $ | 0.14 | ||||
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Weighted average number of shares used to compute diluted net earnings per share
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46,866,837 | 47,449,320 | ||||||
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Reconciliation of Supplemental Financial Information
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(U.S. Dollars in thousands, except share and per share data)
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For the Three months ended March 31,
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2014
(Unaudited)
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2015
(Unaudited)
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GAAP net income
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4,083 | 6,459 | ||||||
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Stock-based compensation expenses, included in:
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Cost of revenues
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10 | 34 | ||||||
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Research and development
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259 | 618 | ||||||
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Selling and marketing
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594 | 889 | ||||||
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General and administrative
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668 | 676 | ||||||
| 1,531 | 2,217 | |||||||
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Amortization of intangible assets included in:
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Cost of revenues
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319 | 313 | ||||||
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Selling and marketing
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163 | 38 | ||||||
| 482 | 351 | |||||||
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Exchange rate differences, net on balance sheet items included in financial income, net
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(130 | ) | 631 | |||||
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Litigation costs
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1,819 | 812 | ||||||
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Non-GAAP net income
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7,785 | 10,470 | ||||||
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Non-GAAP diluted net earnings per share
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$ | 0.17 | $ | 0.22 | ||||
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Weighted average number of shares used to compute Non-GAAP diluted net earnings per share
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46,866,837 | 47,449,320 | ||||||
Exhibit 1.2
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CONTACTS
Chief Financial Officer
Meir Moshe
+972-3766-8610
Corporate Media Relations
Brian Gallagher
+1 201-785-3206
|
|
Radware Announces New $40 Million Share Buyback Plan
TEL AVIV, ISRAEL; April 30, 2015 — Radware® (NASDAQ: RDWR), a leading provider of cyber security and application delivery solutions ensuring optimal service level for applications in virtual, cloud and and software defined data centers, today announced that its board of directors has authorized a new share repurchase plan allowing the repurchase of up to $40 million of ordinary shares.
The plan authorizes management to repurchase, from time to time, ordinary shares in open market transactions or in privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such repurchases will be made in accordance with applicable U.S. securities laws and regulations. The share repurchases will be funded from available working capital.
About Radware
Radware (NASDAQ: RDWR), is a global leader of application delivery and application security solutions for virtual, cloud and software defined data centers. Its award-winning solutions portfolio delivers service level assurance for business-critical applications, while maximizing IT efficiency. Radware’s solutions empower more than 10,000 enterprise and carrier customers worldwide to adapt to market challenges quickly, maintain business continuity and achieve maximum productivity while keeping costs down. For more information, please visit www.radware.com
Radware encourages you to join our community and follow us on: Facebook, Google+, LinkedIn, Radware Blog, SlideShare, Twitter, YouTube, Radware Connect app for iPhone® and our security center DDoSWarriors.com that provides a comprehensive analysis on DDoS attack tools, trends and threats.
©2015 Radware, Ltd. All rights reserved. Radware and all other Radware product and service names are registered trademarks or trademarks of Radware in the U.S. and other countries. All other trademarks and names are property of their respective owners.
Safe Harbor Statement
This press release may contain statements concerning Radware’s future prospects that are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by, or that otherwise include the words "believes", "expects", "anticipates", "intends", "estimates", "plans", and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware's current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions and volatility of the market for our products; changes in the competitive landscape; inability to realize our investment objectives; timely availability and customer acceptance of our new and existing products; risks and uncertainties relating to acquisitions; the impact of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; Competition in the market for Application Delivery and Network Security solutions and our industry in general is intense; and other factors and risks on which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, reference is made to Radware’s Annual Report on Form 20-F which is on file with the Securities and Exchange Commission (SEC) and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.