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Form 6-K RADWARE LTD For: Feb 03

February 3, 2016 6:08 AM


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 February 2016

Commission file number: 0-30324
 
RADWARE LTD.
(Name of registrant)
 
22 Raoul Wallenberg Street, Tel Aviv 69710, 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 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): £
 
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): £
 
____________________

This Form 6-K 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

As previously disclosed, on November 30, 2015, Radware Ltd. (the "Company" or "Radware") filed a motion with the Israeli District Court in Tel Aviv (the “Court”) to approve a potential share repurchase program of up to $50 million pursuant to Section 303 of the Israeli Companies Law (the "Motion"), which repurchase program was subject to the satisfaction of certain additional conditions, including the approval of the Board of Directors of the Company regarding the scope and terms of such repurchase program, if any. See the Company's Current Report on Form 6-K filed with the Securities and Exchange Commission on December 1, 2015.

 
 

 
The Motion was approved by the Court on January 11, 2016 and, on February 3, 2016, following approval of the Board of Directors of the Company, the Company announced a new $40 million share repurchase plan. A copy of the press release is attached to this Form 6-K as Exhibit 99.2.

This report on Form 6-K of Radware Ltd. consists of the following documents, which are attached hereto and incorporated by reference herein:

 
99.1
Press Release: Radware Announces Fourth Quarter 2015 Earnings, dated  February 3, 2016
 
 
99.2
Press Release: Radware Announces a New $40 Million Share Repurchase Plan, dated  February 3, 2016
 

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.

 
RADWARE LTD.
 
       
Date: February 3, 2016
By:
/s/ Doron Abramovitch
 
   
Doron Abramovitch
 
   
Chief Financial Officer
 
       
 
EXHIBIT INDEX
 
Exhibit Number
Description of Exhibits
   
99.1
Radware Announces Fourth Quarter 2015 Earnings, dated February 3, 2016
 
99.2
Radware Announces a New $40 Million Share Repurchase Plan, dated  February 3, 2016
 
 


 


Exhibit 99.1

 
 
Radware Ltd. Announces Fourth Quarter 2015 Earnings

2015 Fourth Quarter Highlights
* Revenues of $55.3 Million
* Non-GAAP EPS of $0.17
* Non-GAAP gross margin of 82.6%
* Repurchase of shares in a total amount of $8.4 Million

2015 Full Year Highlights
* Revenues of $216.6 Million
* Non-GAAP EPS of $0.72
* Non-GAAP gross margin of 82.9%
* Repurchase of shares in a total amount of $52.9 Million

TEL AVIV, ISRAEL, Feb. 3, 2016 — 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 announced its consolidated financial results for the fourth quarter and 12 months ended December 31, 2015.
 
“In the midst of uncertain market conditions, we are pleased to report on a solid fourth quarter for bookings and subscriptions,” said Roy Zisapel, president and chief executive officer, Radware.  “We believe our dedication to data center cyber security and application delivery coupled with our growing success in delivering our solutions as cloud services will help us navigate this volatile market and to lead us back to growth”
 
Financial Highlights for the fourth quarter of 2015
 
Revenues for the fourth quarter of 2015 totaled $55.3 million, representing a decrease of 9% compared with revenues of $61.0 million for the fourth quarter of 2014.
 
Net income on a GAAP basis for the fourth quarter of 2015 was $4.3 million or $0.09 per diluted share, compared with net income of $9.2 million or $0.19 per diluted share for the fourth quarter of 2014.

Net income on a Non-GAAP basis for the fourth quarter of 2015 was $7.6 million or $0.17 per diluted share, compared with net income of $13.1 million or $0.28 per diluted share for the fourth quarter of 2014.

 
 

 
As of December 31, 2015 the company’s deferred revenues totaled $101.2 million, including amounts invoiced to customers for whom revenue has not yet been recognized with corresponding offset of trade receivables balance. This represents an increase of 19% from December 31, 2014.

As of December 31, 2015 the Company had cash, cash equivalents, short-term and long-term bank deposits and marketable securities of $315.1 million.

Cash generated from operations in the fourth quarter of 2015 totaled $15.7 million

During the fourth quarter we repurchased our shares in a total amount of $8.4 million.

Financial Highlights for the full year 2015
 
Revenues for the full year of 2015 totaled $216.6 million, representing a decrease of 2%, compared with revenues of $221.9 million for the full year of 2014.

Net income on a GAAP basis for 2015 full year was $18.6 million or $0.40 per diluted share, compared with net income of $25.0 million or $0.53 per diluted share for the 2014 full year.

Net income on a Non-GAAP basis for the 2015 full year was $33.7 million or $0.72 per diluted share, compared with net income of $40.3 million or $0.86 per diluted share for the 2014 full year.

Cash generated from operations in 2015 totaled $39.1 million

During 2015 we repurchased our shares in a total amount of $52.9 million.

A reconciliation of each of the company’s non-GAAP measures to the comparable GAAP measured is included at the end of this press release.

During the fourth quarter of 2015, Radware released the following significant announcements:
 
Product
 
 
·
Radware Study Reveals 76% Of Travel Industry Websites Aren’t Fully Optimized For Mobile Customers

Business
 
 
·
Convergys Chooses Radware Alteon Application Delivery Controllers for its Verint VoIP Call Recording Solution
 
·
Gartner Positions Radware in the Leaders Quadrant of the 2015 Magic Quadrant for Application Delivery Controllers
 
 
 

 
 
 
·
Radware Powers SingleHop Shield Attack Mitigation Service Offering
 
·
Radware Signs $1.5M Contract with Cloud Hosting Provider for Cyber Attack Mitigation
 
·
Radware Survey Shows Consumers’ Growing Concerns About the Cloud
 
·
ProtonMail Chooses Radware Attack Mitigation System to Successfully Mitigate Multiple Advanced Persistent DDoS Attacks
 
·
Radware’s Attack Mitigation System Helps Protect QuadraNet, Colocation Data Center and Internet Services Provider
 
·
Hexatom Selects Radware Attack Mitigation System to Protect Its Customers From DDoS, SSL and Web-based Attacks

Financial
 
 
·
Radware Ltd. Announces Preliminary Results For Third Quarter 2015
 
·
Radware Announces Third Quarter 2015 Earnings Conference Call
 
·
Radware Ltd. Announces Third Quarter 2015 Results
 
·
Radware Reports Results of Annual General Meeting
 
Other significant product announcement during the first three quarters of 2015:

 
·
Radware Report Reveals Slow Websites Will Cost Retailers Big Bucks this Holiday Season
 
·
Radware Introduces Industry’s First Hybrid Cloud Based WAF Service
 
·
Radware Provides Faster Web Page Delivery – New Image Compression Technique Helps Reduce Image Payload
 
·
Radware Launches New Device Fingerprinting Technology to Mitigate Malicious Bot Attacks
 
·
Radware and Cisco sign OEM agreement for DDoS Mitigation
 
·
Radware’s Alteon® NG Helps Provide Fastest Website Acceleration
 
·
Radware Launches its Newest Application Delivery Controller Platform – Alteon NG 5208
 
·
Radware Integrates Application Delivery and Security Services into Cisco’s Application Centric Infrastructure
 
·
ADCs Move Beyond Load Balancing Into Critical Security Role for Enterprises
 
·
Radware Introduces New Attack Mitigation Platform for High Volume Cyber-Attacks
 
·
Radware Introduces LinkProof NG – New Enterprise Gateway Solution to Optimize WAN Connectivity
 
·
Despite Faster Networks and Devices, Radware Report Reveals Web Performance is still Subpar

Conference Call

Company management will host a quarterly investor conference call at 8:45am ET on February 3, 2016. The call will focus on financial results for the quarter ending December 31, 2015 and other matters related to the Company’s business.

The conference call will be webcast on February 3, 2016 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 12 months.

Participants in the US call: Toll Free 1 (800) 230-1059

Participants Internationally call:  +1- 612-234-9959

Conference ID:  383063

Please find a link to the upcoming webcast presentation on the following web page:
http://www.radware.com/IR/

 
 

 

About Radware

Radware® (NASDAQ: RDWR), is a global leader of application delivery and cyber 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.
 
©2016 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.

CONTACTS
Chief Financial Officer
Doron Abramovitch
+972-3766-8610

Corporate Media Relations:
Deborah Szajngarten
(201) 785-3206
[email protected]

 
 

 
 
Consolidated Balance Sheets
(U.S. Dollars in thousands)
       
   
December 31,
 2014
   
December 31,
 2015
 
   
(Audited)
   
(Unaudited)
 
Current assets
           
Cash and cash equivalents
    44,979       33,744  
Available-for-sale marketable securities
    29,448       16,003  
Short-term bank deposits
    29,989       80,922  
Trade receivables, net (*)
    25,637       26,410  
Other receivables and prepaid expenses
    8,107       5,042  
Inventories
    16,844       16,322  
      155,004       178,443  
Long-term investments
               
Available-for-sale marketable securities
    114,519       87,814  
Long-term bank deposits
    111,754       96,643  
Severance pay funds
    3,040       2,724  
      229,313       187,181  
                 
Property and equipment, net
    20,592       26,203  
Intangible assets, net
    4,756       3,518  
Other assets
    3,234       5,892  
Goodwill
    30,069       30,069  
                 
Total assets
    442,968       431,306  
                 
Current liabilities
               
Trade payables
    9,817       9,255  
Deferred revenues
    41,966       46,061  
Other payables and accrued expenses
    24,043       22,098  
      75,826       77,414  
Long-term liabilities
               
Deferred revenues
    25,382       25,136  
Other long-term liabilities
    8,063       9,214  
      33,445       34,350  
Shareholders’ equity
               
Share capital
    654       661  
Additional paid-in capital
    294,084       312,784  
Accumulated other comprehensive income
    211       1,676  
Treasury stock, at cost
    (41,153 )     (94,049 )
Retained earnings
    79,901       98,470  
Total shareholders’ equity
    333,697       319,542  
                 
Total liabilities and shareholders' equity
    442,968       431,306  

(*) Include amounts invoiced to customers for whom revenue has not yet been recognized in the amount of $ 29,976 and $ 17,990, with corresponding offset of trade receivables balance on the balance sheet as of December 31, 2015 and 2014, respectively.

 
 

 
 
Condensed Consolidated Statements of Income
(U.S. Dollars in thousands, except share and per share data)
 
   
For the Three months ended
December 31,
   
For the Year ended
December 31,
 
   
2014
   
2015
   
2014
   
2015
 
   
(Unaudited)
   
(Unaudited)
   
(Audited)
   
(Unaudited)
 
                         
Revenues
    61,032       55,256       221,892       216,566  
Cost of revenues
    10,594       9,910       39,732       38,200  
Gross profit
    50,438       45,346       182,160       178,366  
Operating expenses:
                               
Research and development, net
    11,245       12,972       44,081       49,987  
Selling and marketing
    24,542       24,946       93,203       93,347  
General and administrative
    4,922       4,055       19,797       17,033  
Total operating expenses
    40,709       41,973       157,081       160,367  
Operating income
    9,729       3,373       25,079       17,999  
Financial income, net
    1,383       2,394       5,802       5,867  
Income before taxes on income
    11,112       5,767       30,881       23,866  
Taxes on income
    1,948       1,504       5,931       5,297  
Net income
    9,164       4,263       24,950       18,569  
                                 
Basic net earnings per share
  $ 0.20     $ 0.09     $ 0.55     $ 0.40  
                                 
Weighted average number of shares used to compute basic net earnings per share
    46,138,320       45,048,937       45,308,554       45,895,321  
                                 
Diluted net earnings per share
  $ 0.19     $ 0.09     $ 0.53     $ 0.40  
                                 
Weighted average number of shares used to compute diluted net earnings per share
    47,362,844       45,300,967       46,894,615       46,738,604  
 
 

 
 
Reconciliation of Supplemental Financial Information
(U.S. Dollars in thousands, except share and per share data)
 
   
For the Three months ended
December 31,
   
For the Year ended
December 31,
 
   
2014
   
2015
   
2014
   
2015
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
GAAP net Income
    9,164       4,263       24,950       18,569  
Stock-based compensation expenses, included in:
                               
Cost of revenues
    31       42       79       141  
Research and development, net
    412       575       1,421       2,456  
Selling and marketing
    860       1,187       2,950       4,098  
General and administrative
    758       452       2,932       2,634  
      2,061       2,256       7,382       9,329  
Amortization of intangible assets included in:
                               
Cost of revenues
    244       254       1,053       1,114  
Selling and marketing
    155       29       636       124  
      399       283       1,689       1,238  
                                 
Exchange rate differences, net on balance sheet items included in financial income
    (26 )        87       (163 )       1,146  
                                 
Litigation costs
    1,480       744       6,418       3,383  
                                 
Non-GAAP net income
    13,078       7,633       40,276       33,665  
                                 
Non-GAAP diluted net earnings per share
  $ 0.28     $ 0.17     $ 0.86     $ 0.72  
                                 
Weighted average number of shares used to compute Non-GAAP diluted net earnings per share
        47,362,844           45,300,967           46,894,615           46,738,604  

 
 

 

Consolidated Statements of Cash Flows
(U.S. Dollars in thousands)

             
   
Year end December 31,
 
   
2014
   
2015
 
   
(Audited)
   
(Unaudited)
 
Cash flows from operating activities:
           
             
Net income
  $ 24,950     $ 18,569  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    8,102       9,401  
Stock based compensation
    7,382       9,329  
Gain from sale of available-for-sale marketable securities
    (424 )     (2,438 )
Amortization of premiums, accretion of discounts and accrued interest on available-for-sale marketable securities, net
    2,964       3,208  
Accrued interest on bank deposits
    1,069       (1,998 )
Increase (decrease) in accrued severance pay, net
    (158 )     125  
Changes in deferred income taxes, net
    (1,775 )     215  
Increase in trade receivables, net
    (726 )     (773 )
Increase in other receivables and prepaid expenses
    (1,913 )     (103 )
Decrease (increase) in inventories
    (2,654 )     522  
Increase (decrease) in trade payables
    1,019       (562 )
Increase in deferred revenues (short-term and long-term)
    8,638       3,849  
Increase in other payables and accrued expenses and other long-term liabilities
    7,146       424  
Tax benefit related to exercise of stock options
    (1,443 )     (632 )
                 
Net cash provided by operating activities
    52,177       39,136  
                 
Cash flows from investing activities:
               
                 
Purchase of property and equipment
    (9,482 )     (13,774 )
Investment in (proceeds from) other long-term assets
    34       (100 )
Investment in bank deposits, net
    (20,929 )     (33,824 )
Proceeds from sale, redemption of and purchase of available-for-sale marketable securities,net
    (4,280 )     40,845  
Purchase of intangible asset
    (1,375 )     -  
 
               
Net cash used in investing activities
    (36,032 )     (6,853 )

 
 

 

Consolidated Statements of Cash Flow
(U.S. Dollars in thousands)
 
             
   
Year end December 31,
 
   
2014
   
2015
 
   
(Audited)
   
(Unaudited)
 
Cash flows from financing activities:
           
             
Proceeds from exercise of stock options
    22,493       8,746  
Excess tax benefit from stock-based compensation
    1,443       632  
Repurchase of shares
    (15,169 )     (52,896 )
                 
Net cash provided by (used in) financing activities
    8,767       (43,518 )
                 
Increase in cash and cash equivalents
    24,912       (11,235 )
Cash and cash equivalents at the beginning of the year
    20,067       44,979  
                 
Cash and cash equivalents at the end of the year
  $ 44,979     $ 33,744  
 



 
 


Exhibit 99.2
 

 
FOR IMMEDIATE RELEASE

 Radware Announces a New $40 Million Share Repurchase Plan

Tel Aviv, February 3, 2016 – Radware® Ltd. (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 announced that its board of directors has authorized a new one-year share repurchase plan allowing the Company to invest up to $40 million to repurchase its ordinary shares. This plan will begin as soon as the previously announced $40 million share repurchase plan shall have been completed.

The share repurchase plan authorizes management to repurchase, from time to time, ordinary shares in open market transactions, in privately negotiated transactions or in other legally permissible ways depending on market conditions, share price, trading volume and other factors. Such repurchases, which will be funded from available working capital, will be made in accordance with applicable U.S. securities laws and regulations, including Rule 10b-18 promulgated by the Securities and Exchange Commission. 
The share repurchase plan does not obligate Radware to buy back any specific number of shares and may be suspended or terminated at any time at management’s discretion.

About Radware

Radware® (NASDAQ: RDWR), is a global leader of application delivery and cyber 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.
 
©2016 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. For example, when we say that the share repurchase plan will begin as soon as the previously announced share repurchase plan shall have been completed, we are using a forward-looking statement.  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 market conditions, share price, trading volume and other factors on the execution of the share repurchase plan; 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.

CONTACTS
Chief Financial Officer
Doron Abramovitch
+972-3766-8610

Corporate Media Relations:
Deborah Szajngarten
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