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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 2003
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ____to ___
Commission file number: 000-29871
RADVISION LTD.
--------------
(Exact Name of Registrant as Specified in Its Charter)
Israel N/A
------ ---
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
--------------------------------------------------
(Address of Principal Executive Offices)
972-3-645-5220
--------------
(Registrant's Telephone Number, Including Area Code)
N/A
---
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.
Yes [X] No [ ]
As of November 6, 2003 the Registrant had 20,152,045 Ordinary Shares, par value
NIS 0.1 per share, outstanding.
Preliminary Notes: RADVision Ltd. is incorporated in Israel and is a
"foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange
Act of 1934 (the "1934 Act") and in Rule 405 under the Securities Act of 1933.
As a result, it is eligible to file this quarterly report on Form 6-K (in lieu
of Form 10-Q) and to file its annual reports on Form 20-F (in lieu of Form
10-K). However, RADVision Ltd. elects to file its interim reports on Forms 10-Q
and 8-K and to file its annual reports on Form 10-K.
Pursuant to Rule 3a12-3 regarding foreign private issuers, the proxy
solicitations of RADVision Ltd. are not subject to the disclosure and procedural
requirements of Regulation 14A under the 1934 Act, and transactions in its
equity securities by its officers and directors are exempt from Section 16 of
the 1934 Act.
2
RADVISION LTD.
INDEX
Page
- --------------------------------------------------------------------------------
Part I - Financial Information:
Item 1. Consolidated Balance Sheets as of September 30, 2003 and December
31, 2002............................................................4
Consolidated Statements of Operations -
for the Three and Nine Months ended September 30, 2003 and 2002....5
Consolidated Statements of Cash Flows -
for the Nine Months ended September 30, 2003 and 2002..............6
Notes to Consolidated Financial Statements............................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.....................12
Item 3. Quantitative and Qualitative Disclosure About Market Risk............20
Item 4. Controls and Procedures..............................................20
Part II - Other Information:
Item 1. Legal Proceedings....................................................21
Item 2. Changes in Securities and Use of Proceeds............................21
Item 3. Defaults Upon Senior Securities......................................22
Item 4. Submission of Matters to a Vote of Security Holders..................22
Item 5. Other Information....................................................22
Item 6. Exhibits and Reports on Form 8-K.....................................22
Signatures...........................................................23
3
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
September 30, December 31,
2003 2002
-------------- --------------
Unaudited (Note 3)
--------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 17,463 $ 13,825
Short-term bank deposits 14,772 14,879
Short-term marketable securities 22,723 14,712
Trade receivables (net of allowance for doubtful accounts of
$ 1,727 at September 30, 2003 and December 31, 2002) 5,842 9,505
Other accounts receivable and prepaid expenses 2,547 2,836
Inventories 957 996
-------------- --------------
Total current assets 64,304 56,753
----- -------------- --------------
LONG-TERM ASSETS:
Long-term bank deposits 2,069 11,013
Long-term marketable securities 37,423 33,929
Severance pay fund 2,053 1,641
-------------- --------------
Total long-term assets 41,545 46,583
----- -------------- --------------
PROPERTY AND EQUIPMENT, NET 2,752 3,335
-------------- --------------
Total assets $ 108,601 $ 106,671
----- ============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 1,334 $ 3,347
Deferred revenues 3,093 2,863
Other accounts payable and accrued expenses 12,666 12,385
-------------- --------------
Total current liabilities 17,093 18,595
----- -------------- --------------
ACCRUED SEVERANCE PAY 3,456 3,061
-------------- --------------
Total liabilities 20,549 21,656
----- -------------- --------------
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value:
Authorized - 25,000,000 shares at September
30, 2003 and December 31, 2002; Issued - 20,152,045
shares at September 30, 2003 and December 31, 2002;
Outstanding - 18,842,244 shares at September 30, 2003
and 18,285,930 shares at December 31, 2002 187 187
Additional paid-in capital 104,601 104,586
Deferred stock compensation - (117)
Treasury stock, at cost (1,309,801 and 1,866,115 Ordinary
shares of NIS 0.1 par value at September 30, 2003 and
December 31, 2002, respectively) (8,242) (11,757)
Accumulated deficit (8,494) (7,884)
-------------- --------------
Total shareholders' equity 88,052 85,015
----- -------------- --------------
Total liabilities and shareholders' equity $ 108,601 $ 106,671
----- ============== ==============
The accompanying notes are an integral part of the consolidated financial
statements.
4
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
U.S. dollars in thousands, except per share and share data
Nine months ended Three months ended
September 30, September 30,
--------------------------- ----------------------------
2003 2002 2003 2002
------------ ------------ ------------- -------------
Unaudited
---------------------------------------------------------
Revenues $ 35,738 $ 35,422 $ 13,080 $ 12,158
Cost of revenues 7,891 7,744 2,932 2,615
------------ ------------ ------------- -------------
Gross profit 27,847 27,678 10,148 9,543
------------ ------------ ------------- -------------
Operating costs and expenses:
Research and development 10,853 11,726 3,693 3,815
Marketing and selling 14,607 13,698 5,023 4,642
General and administrative 2,944 3,113 1,020 1,071
------------ ------------ ------------- -------------
Total operating costs and expenses 28,404 28,537 9,736 9,528
----- ------------ ------------ ------------- -------------
Operating income (loss) (557) (859) 412 15
Financial income, net 1,626 2,073 500 635
------------ ------------ ------------- -------------
Net income $ 1,069 $ 1,214 $ 912 $ 650
============ ============ ============= =============
Basic net earnings per Ordinary share $ 0.06 $ 0.07 $ 0.05 $ 0.04
============ ============ ============= =============
Diluted net earnings per Ordinary
share $ 0.05 $ 0.06 $ 0.05 $ 0.03
============ ============ ============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
5
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
U.S. dollars in thousands
Nine months ended
September 30,
---------------------------
2003 2002
------------ -------------
Unaudited
---------------------------
Cash flows from operating activities:
-------------------------------------
Net income $ 1,069 $ 1,214
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 1,729 1,831
Accrued interest and amortization of premium on
held-to-maturity marketable securities and bank deposits (644) -
Severance pay, net (17) (136)
Amortization of deferred stock-based compensation 117 136
Loss on sale of property and equipment 2 -
Decrease (increase) in trade receivables, net 3,663 (1,468)
Decrease (increase) in other accounts receivable and prepaid
expenses 379 (928)
Decrease in inventories 39 774
Decrease in trade payables (2,013) (402)
Increase in other accounts payable and accrued
expenses 246) 2,761
Increase in deferred revenues 230 -
------------ -------------
Net cash provided by operating activities 4,800 3,782
------------ -------------
Cash flows from investing activities:
-------------------------------------
Decrease in short-term investments - 24,353
Increase in long-term investments - (17,512)
Proceeds from redemption of held-to-maturity marketable
securities 39,521 -
Purchase of held-to-maturity marketable securities (50,300) -
Proceeds from withdrawal of bank deposits 13,659 -
Purchase of bank deposits (4,690) -
Purchase of property and equipment (1,154) (991)
Proceeds from sale of property and equipment 6 -
------------ -------------
Net cash provided by (used in) investing activities (2,958) 5,850
------------ -------------
Cash flows from financing activities:
-------------------------------------
Issuance of share capital - 152
Purchase of treasury stock - (1,854)
Issuance of Ordinary shares and treasury stock for cash upon
exercise of options 1,781 -
Exercise of options by employees 15 -
Repayment of long-term loans - (19)
------------ -------------
Net cash provided by (used in) financing activities 1,796 (1,721)
------------ -------------
Increase in cash and cash equivalents 3,638 7,911
Cash and cash equivalents at beginning of period 13,825 6,717
------------ -------------
Cash and cash equivalents at end of period $ 17,463 $ 14,628
============ =============
Non-cash transactions:
----------------------
Issuance of Ordinary shares upon sale of treasury stock $ 90 $ -
============ =============
The accompanying notes are an integral part of the consolidated financial
statements.
6
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1:- GENERAL
Radvision Ltd. ("the Company"), an Israeli corporation, designs,
develops and supplies products and technology that enable real-time
voice, video and data communications over packet networks, including
the Internet and other networks based on the Internet protocol.
The Company's products and technology are used by its customers to
develop systems that enable enterprises and service providers to use
packet networks for real-time IP ("Internet Protocol")
communications.
Since 2001, the Company has operated under two reportable segments,
based on its restructured internal organization, management of
operations and performance evaluation. These segments are: 1) the
"networking" business unit, or NBU, which focuses on a networking
product and is responsible for developing networking products for
IP-centric voice, video and data conferencing services; and 2) the
"technology" business unit, or TBU, which focuses on creating
developer toolkits for the underlying IP communication protocols and
testing tools needed for real-time voice and video over IP.
The Company has four wholly-owned subsidiaries: Radvision Inc. in
the United States, Radvision B.V. in the Netherlands, Radvision HK
in Hong Kong, and Radvision U.K. in the United Kingdom. The
subsidiaries are primarily engaged in the sale and marketing of the
Company's products and technology.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies applied in the annual financial
statements of the Company as of December 31, 2002 are applied
consistently in these financial statements.
a. Use of estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates.
b. For further information, refer to the consolidated financial
statements as of December 31, 2002.
c. Accounting for stock-based compensation:
The Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB No. 25") and FASB No. Interpretation No. 44, "Accounting
for Certain Transactions Involving Stock Compensation" ("FIN
No. 44") in accounting for its employee stock option plans.
Under APB No. 25, when the exercise price of the Company's
stock options is less than the market price of the underlying
shares on the date of grant, compensation expense is
recognized.
7
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Under Statement of Financial Accounting Standard No. 123 "Accounting
for Stock-Based Compensation ("SFAS No. 123"), pro forma information
regarding net income and net earnings per share is required, and has
been determined as if the Company had accounted for its employee
stock options under the fair value method of SFAS No. 123. The fair
value for these options is amortized over their vesting period and
estimated at the date of grant using a Black - Scholes Option
Valuation Model with the following weighted-average assumptions for
the three and nine months ended September 30, 2003 and 2002:
Nine months ended Three months ended
September 30, September 30,
------------------------ ------------------------
2003 2002 2003 2002
----------- ---------- ---------- -----------
Unaudited
----------------------------------------------------
Risk free interest 1% 2% 1% 2%
Dividend yields 0% 0% 0% 0%
Volatility 0.776 0.869 0.776 0.869
Expected life (years) 4 4 4 4
Pro forma information
under SFAS No. 123:
Net income as reported $ 1,069 $ 1,214 $ 912 $ 650
========== ========== ========== ===========
Add - stock based
compensation
expense determined
under APB 25 $ 117 $ 136 $ - $ 45
========== ========== ========== ===========
Less - stock-based
compensation
expense determined
under fair value
method for all
awards $ 2,667 $ 4,048 $ 937 $ 1,398
========== ========== ========== ===========
Pro forma net loss $(1,481) $(2,698) $ (25) $ (703)
========== ========== ========== ===========
Basic and diluted
earnings per share,
as reported $ 0.06 $ 0.07 $ 0.05 $ 0.04
========== ========== ========== ===========
Diluted earnings per
share, as reported $ 0.05 $ 0.06 $ 0.05 $ 0.03
========== ========== ========== ===========
Pro forma basic and
diluted net loss
per share $ (0.08) $ (0.15) $ (0.01) $ (0.04)
========== ========== ========== ===========
8
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
d. Recently issued accounting pronouncements:
In November 2002, the EITF reached a consensus on Issue 00-21,
addressing how to account for arrangements that involve the delivery
or performance of multiple products, services, and/or rights to use
assets. Revenue arrangements with multiple deliverables are divided
into separate units of accounting if the deliverables in the
arrangement meet the following criteria: (1) the delivered item has
value to the customer on a standalone basis; (2) there is objective
and reliable evidence of the fair value of undelivered items; and
(3) delivery of any undelivered item is probable. Arrangement
consideration should be allocated among the separate units of
accounting based on their relative fair values, with the amount
allocated to the delivered item being limited to the amount that is
not contingent on the delivery of additional items or meeting other
specified performance conditions.
The final consensus will be applicable to agreements entered into in
fiscal periods beginning after June 15, 2003 with early adoption
permitted. The provisions of this Consensus do not have a
significant effect on the Company's financial position or operating
results.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." SFAS No. 149
amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 149 is generally effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The adoption of SFAS No. 149 does
not have a material impact on the Company's results of operations or
financial position.
NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information. Accordingly, they do
not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. These financial statements and notes should be
read in conjunction with the Company's audited consolidated
financial statements and notes thereto, included in the Company's
Annual Report on Form 10-K, as amended, filed with the Securities
and Exchange Commission. Operating results for the nine months ended
September 30, 2003 are not necessarily indicative of the results of
operations that may be expected for the year ended December 31,
2003.
9
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4:- INVENTORIES
September 30, December 31,
2003 2002
--------------- ---------------
Unaudited
---------------
Raw materials, parts and supplies $ 194 $ 194
Work in progress 584 720
Finished products 179 82
--------------- ---------------
$ 957 $ 996
=============== ===============
NOTE 5:- OTHER PAYABLES AND ACCRUED EXPENSES
Employees and employee accruals $ 1,768 $ 1,617
Accrued expenses 10,898 10,768
--------------- ---------------
$ 12,666 $ 12,385
=============== ===============
NOTE 6:- SEGMENTS AND CUSTOMER INFORMATION
Nine months ended Three months ended
September 30, September 30,
------------------------ ------------------------
2003 2002 2003 2002
---------- ---------- ----------- ----------
Unaudited
---------------------------------------------------
Revenues:
Product sales $ 26,101 $ 25,956 $ 9,862 $ 9,037
Software sales 9,637 9,466 3,218 3,121
------------ ----------- ------------ -----------
Total revenues $ 35,738 $ 35,422 $ 13,080 $ 12,158
============ =========== ============ ===========
Cost of revenues:
Product sales $ 7,528 $ 7,656 $ 2,745 $ 2,608
Software sales 363 88 187 7
------------ ----------- ------------ -----------
Total cost of revenues $ 7,891 $ 7,744 $ 2,932 $ 2,615
============ =========== ============ ===========
10
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 7:- EARNINGS PER SHARE
The following table sets forth the calculation of basic and diluted
earnings per share:
Nine months ended Three months ended
September 30, September 30,
-------------------------- --------------------------
2003 2002 2003 2002
------------- ------------ ------------- ------------
Unaudited
-----------------------------------------------------
Numerator:
Net income $ 1,069 $ 1,214 $ 912 $ 650
============= ============ ============= ============
Diluted net earnings
per share - income $ 1,069 $ 1,214 $ 912 $ 650
============= ============ ============= ============
Number of shares:
Denominator:
Denominator for basic earnings
per share - weighted average
of Ordinary shares 18,516,076 18,298,174 18,743,188 18,137,900
Effect of dilutive securities:
Employee stock options and
unvested restricted shares 1,002,611 1,083,766 1,269,517 654,968
------------- ------------ ------------- ------------
19,518,687 19,381,940 20,012,705 18,792,868
============= ============ ============= ============
NOTE 8:- SIGNIFICANT EVENTS
During the nine months ended September 30, 2003, the Company issued
570,314 Ordinary shares from treasury stock to employees who
exercised options. The Company accounts for the reissuance in
accordance with Accounting Principles Board Opinion No. 6 "Status of
Accounting Research Bulletins" and charges the excess of the
repurchase cost over issuance price using the weighted average
method to accumulated deficit. In the event that the repurchasing
cost is lower than the issuance price, the Company credits the
difference to additional paid in capital. As a result of the
reissuance during the nine months ended September 30, 2003, the
Company charged accumulated deficit in the amount of $ 1,679.
- - - - - - - - - - - -
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
-----------------------------------------------------------------------
The following is management's discussion and analysis of certain
significant factors which have affected our financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements. The discussion and analysis which follows may contain
trend analysis and other forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 which reflect our current
views with respect to future events and financial results. These include
statements regarding our earnings, projected growth and forecasts, and similar
matters that are not historical facts. We remind shareholders that
forward-looking statements are merely predictions and therefore are inherently
subject to uncertainties and other factors that could cause the future results
to differ materially from those described in the forward-looking statements.
These uncertainties and other factors include, but are not limited to, the
uncertainties and factors included in the "Risk Factors" contained in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2002.
Overview
We are a leading designer, developer and supplier of products and
technology that enable real-time voice, video and data communications over
packet networks, including the Internet and other IP networks.
We were incorporated in January 1992, commenced operations in October
1992 and commenced sales of our products in the fourth quarter of 1994. Before
that time, our operations consisted primarily of research and development and
recruiting personnel. In 1995, we established a wholly owned subsidiary in the
United States, RADVision Inc., which conducts our sales and marketing activities
in North America. In 1997 we acquired RADVision B. V., a subsidiary in the
Netherlands, which conducts our marketing activities in Europe. In 2000, we
established a wholly owned subsidiary in the Hong Kong, RADVision HK Ltd, which
conducts our marketing activities in Asia Pacific. In 2001, we established a
wholly owned subsidiary in the United Kingdom, RADVision (UK) Ltd, which
conducts our marketing activities in England.
Critical Accounting Policies
We have identified the following policies as critical to the
understanding of our financial statements. The preparation of our financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of sales and expenses during the reporting periods. Areas where significant
judgments are made include, but are not limited to, inventory valuation and
revenue recognition. Actual results could differ materially from these
estimates. Our consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States.
Revenues and Revenue Recognition. We generate revenues from sales of our
networking products that are primarily sold in the form of stand-alone products,
and our technology products that are primarily sold in the form of software
development kits, as well as related maintenance and support services. We price
our networking products on a per unit basis, and grant discounts based upon unit
volumes. We price our software development kits on the basis of a fixed-fee plus
royalties from products developed using the software development kits. We sell
our products and technology through direct sales
12
and various indirect distribution channels in North America, Europe and the
Middle East and the Asian Pacific region.
Revenues from sales of products and technology are recognized in
accordance with Statement of Position (SOP) 97-2, as amended by SOP 98-9, upon
delivery, when collection is probable, the vendor's fee is fixed or determinable
and persuasive evidence of an arrangement exists. Provided that all other
elements of SOP 97-2 are met, revenues are recognized upon delivery, whether the
customer is a distributor or the final end user. Revenues for maintenance and
support services are deferred and recognized ratably over the service period.
In accordance with SOP 97-2, revenues for multi-element arrangements,
that is, sales of products or technology in conjunction with post-contract
customer support services, are segregated. Revenues allocated to the delivered
elements are recognized upon delivery, provided that the other elements of SOP
97-2 are satisfied. Revenues allocated to the undelivered elements
(post-contract customer support services) are deferred and recognized ratably
over the service period. The portion of the fee for multi-element arrangements
allocated to the undelivered elements (post-contract customer support services)
is based on vendor-specific objective evidence determined, in the case of
post-contract customer support services, based on the annual renewal rate for
such services actually charged to customers for years subsequent to the first
year following sale. The remaining portion of the fee is allocated to the
delivered elements based on the residual value method.
Revenues from products sales are recognized in accordance with Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements," ("SAB
No. 101"), when the following criteria are met: persuasive evidence of an
arrangement exists, delivery of the product has occurred, the fee is fixed or
determinable and collectibility is probable. We have no obligation to customers
after the date on which products are delivered. Revenues from maintenance and
updates are recognized over the term of agreement.
All of our revenues are generated in U.S. dollars or are linked to the
dollar and a majority of our expenses are incurred in U.S. dollars.
Consequently, we use the dollar as our functional currency. Transactions and
balances in other currencies are remeasured into dollars according to the
principles in Financial Accounting Standards Board Statement No. 52. Gains and
losses arising from remeasurment are reflected in our statements of operations
as financial income or expenses as appropriate.
Inventories. Inventories are stated at the lower of cost or market. Cost
is determined by the moving average method, inventories write-offs and
write-down provisions are provided to cover risks arising from slow-moving items
or technological obsolescence.
Significant Costs and Expenses
Cost of Revenues. Our cost of revenues consists of component and
material costs, direct labor costs, subcontractor fees, overhead related to
manufacturing and depreciation of manufacturing equipment. Our gross margin is
affected by the selling prices for our products as well as the proportion of our
revenues generated from the sale of our technology products as compared to our
networking products. Our revenues from the sale of our technology products have
higher gross margins than our revenues from the sale of our networking products
and we offer greater discounts to our high volume OEM customers. As the relative
proportion of our revenues from our networking products increases as a
percentage of our total revenues and we generate a higher percentage of our
revenues from sales to our high volume OEM customers, our gross margins will
decline.
Research and development expense. Our research and development expenses
consist primarily of compensation and related costs for research and development
personnel, expenses for testing facilities and
13
depreciation of equipment. Research and development costs, net are charged to
operations as incurred. Software development costs are considered for
capitalization when technological feasibility is established according to SFAS
No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed." Costs incurred after achievement of technological
feasibility in the process of software production have not been material.
Therefore, we have not capitalized any of our research and development expenses
and do not anticipate that our development process will differ materially in the
future.
Marketing and selling expenses, net. Our marketing and selling expenses
consist primarily of compensation and related costs for sales personnel,
marketing personnel, sales commissions, marketing programs, public relations,
promotional materials, travel expenses, trade show exhibit expenses and
royalties paid to the Government of Israel. We do not intend to apply for any
grants from the Government of Israel in the future.
General and administrative expenses. Our general and administrative
expenses consist primarily of salaries and related expenses for executive,
accounting and human resources personnel, professional fees, provisions for
doubtful accounts and other general corporate expenses.
Other operating expenses. Operating expenses also include amortization
of stock-based compensation, which is allocated among research and development
expenses, marketing and selling expenses and general and administrative expenses
based on the division in which the recipient of the option grant is employed.
Amortization of stock-based compensation results from the granting of options to
employees with exercise prices per share determined to be below the fair market
value per share of our ordinary shares on the dates of grant. The stock-based
compensation is being amortized to operating expenses over the vesting period of
the individual options.
Financial income, net. Our financial income consists primarily of
interest earned on bank deposits and other liquid investments, gains and losses
from the remeasurment of monetary balance sheet items denominated in non-dollar
currencies into dollars and interest expense incurred on outstanding debt.
Taxes. Israeli companies are generally subject to income tax at the
corporate tax rate of 36%. However, several of our investment programs at our
manufacturing facility in Tel Aviv have been granted approved enterprise status
and, therefore, we are eligible for tax benefits. These benefits should result
in income recognized by us being tax exempt or taxed at a lower rate for a
specified period after we begin to report taxable income and exhaust any net
operating loss carry-forwards. However, these benefits may not be applied to
reduce the tax rate for any income derived by our U.S. subsidiary.
Results of Operations
The following table presents, as a percentage of total revenues,
condensed statements of operations data for the periods indicated:
Three months Nine months
ended September 30, ended September 30,
---------------------------------------
2002 2003 2002 2003
---- ---- ---- ----
(Unaudited)
Revenues
Networking products................. 74.3% 75.4% 73.3% 73.0
Technology products................. 25.7 24.6 26.7 27.0
Total revenues...................... 100.0 100.0 100.0 100.0
Cost of revenues
Networking products................. 21.4 21.0 21.7 21.1
14
Three months Nine months
ended September 30, ended September 30,
---------------------------------------
2002 2003 2002 2003
---- ---- ---- ----
Technology products................. 0.1 1.4 0.2 1.0
Total cost of revenues.............. 21.5 22.4 21.9 22.1
Gross profit........................... 78.5 77.6 78.1 77.9
Operating expenses
Research and development............. 31.4 28.2 33.1 30.4
Marketing and selling................ 38.2 38.4 38.7 40.9
General and administrative........... 8.8 7.8 8.8 8.2
Total operating expenses.............. 78.4 74.4 80.6 79.5
Operating income (loss)................ 0.1 3.2 (2.5) (1.6)
Financial income, net.................. 5.2 3.8 5.9 4.6
Net income............................. 5.3 7.0 3.6 3.0
Three Months Ended September 30, 2002 Compared with Three Months Ended
September 30, 2003
Revenues. Revenues increased from $12.2 million for the three months
ended September 30, 2002 to $13.1 million for the three months ended September
30, 2003, an increase of $900,000 or 7.4%. Revenues from networking products
increased from $9.0 million for the three months ended September 30, 2002 to
$9.9 million for the three months ended September 30, 2003. Revenues from sales
of our ViaIP product lines increased from $7.0 million for the three month
period ended September 30, 2002 to $9.5 million for the three months ended
September 30, 2003. Revenues from sales of our OnLan product line decreased from
$1.7 million for the three months ended September 30, 2002 to $313,000 for the
three months ended September 30, 2003 reflecting the growth trend in ViaIP
product line sales, which eventually will replace the older OnLan product line.
Revenues from technology products remained relatively constant at
approximately $3.1 million for three month periods ended September 30, 2002 and
2003. Revenues from licenses and royalties totaled $1.5 million and $482,000 in
the three months ended September 30, 2002 compared to $1.3 million and $570,000,
respectively, in the three months ended September 30, 2003. Maintenance revenues
declined from $1.2 million in the three months ended September 30, 2002 to $1.1
million in the three months ended September 30, 2003. Revenues from our
professional services relating to research and development, which we began
offering in the first quarter of 2003, accounted for $205,000 in revenues for
the three months ended September 30, 2003.
Revenues from sales to customers in the United States increased from
$5.4 million, or 44.3% of revenues, for the three months ended September 30,
2002, to $6.7 million, or 51.1% of revenues, for the three months ended
September 30, 2003, an increase of $1.3 million, or 24.1%. This increase in
sales to customers in the United States was primarily attributable to increased
market demand for our networking products in this region.
Revenues from sales to customers in Europe decreased from $3.0 million,
or 24.6% of revenues, for the three months ended September 30, 2002, to $2.6
million, or 19.8% of revenues, for the three months ended September 30, 2003, a
decrease of $400,000, or 13.3%. This decrease in sales to customers in Europe
was primarily attributable to the ongoing softness in enterprise spending in
Europe.
Revenues from sales to customers in the Far East decreased from $3.3
million, or 27.0% of revenues, for the three months ended September 30, 2002, to
$3.1 million, or 23.7% of revenues, for the three months ended September 30,
2003, a decrease of $200,000, or 6.1%. This decrease in sales to customers in
the Far East was primarily attributable to decreased market demand.
15
Revenues from sales to customers in Israel increased from $500,000, or
4.1% of revenues, for the three months ended September 30, 2002 to $700,000, or
5.3% of revenues, for the three months ended September 30, 2003, an increase of
$200,000, or 40%.
Cost of Revenues. Cost of revenues increased from $2.6 million for the
three months ended September 30, 2002 to $2.9 million for the 2003 period. Gross
profit as a percentage of revenues decreased slightly from 78.5% for the three
months ended September 30, 2002 to 77.6% for the three months ended September
30, 2003.
Research and Development. Research and development expenses decreased
from $3.8 million for the three months ended September 30, 2002 to $3.7 million
for the three months ended September 30, 2003, a decrease of $122,000, or 3.2%.
This decrease was primarily attributable to a decrease in the number of research
and development personnel whom we employed. Research and development expenses as
a percentage of revenues decreased from 31.4% for the three months ended
September 30, 2002 to 28.2% for the three months ended September 30, 2003.
Marketing and Selling. Marketing and selling expenses increased from
$4.6 million for the three months ended September 30, 2002 to $5.0 million for
the three months ended September 30, 2003, an increase of $380,000, or 8.2%.
This increase was primarily attributable to increased sales efforts in the
United States and Europe. Marketing and selling expenses as a percentage of
revenues increased slightly from 38.2% for the three months ended September 30,
2002 to 38.4% for the three months ended September 30, 2003.
General and Administrative. General and administrative expenses
decreased from $1.1 million for the three months ended September 30, 2002 to $1
million for the three months ended September 30, 2003, a decrease of $51,000, or
4.6%. This decrease was primarily attributable to a decrease in personnel
expenses. General and administrative expenses as a percentage of revenues was
8.8% for the three months ended September 30, 2002 and 7.8% for the three months
ended September 30, 2003.
Operating Income. We recorded operating income of $15,000 for the three
months ended September 30, 2002 as compared to $413,000 for the three months
ended September 30, 2003, principally as a result of our increased revenues in
the three months ended September 30, 2003.
Financial Income. We had financial income of $634,000 in the three
months ended September 30, 2002 as compared to $499,000 for the three months
ended September 30, 2003. Our interest income decreased due to lower prevailing
interest rates. This income was principally derived from the investment of the
proceeds of our March 2000 initial public offering and private placement.
Net Income. Net income for the three months ended September 30, 2003
increased by 41% to $912,000 compared with net income of $649,000 for the three
months ended September 30, 2002.
Nine Months Ended September 30, 2003 Compared with Nine Months Ended
September 30, 2002
Revenues. Revenues increased slightly from $35.4 million for the nine
months ended September 30, 2002 to $35.7 million for the nine months ended
September 30, 2003, an increase of $316,000, or 0.9%. This increase was due to
an increase in sales of networking products.
Revenues from networking products increased from $25.9 million for the
nine months ended September 30, 2002 to $26.1 million for the nine months ended
September 30, 2003. Revenues from sales of our ViaIP product line increased from
$19.3 million in the nine months ended September 30, 2002 to $23.0 million in
the nine months ended September 30, 2003. The increase is in sales of ViaIP
16
product line was offset by a decrease in OnLan product sales from $6.3 million
for the nine months ended September 30, 2002 to $1.7 million for the nine months
ended September 30, 2003. This decline was offset in part by $1.3 million of
other product sales in the first quarter of 2003.
Revenues from technology products increased from approximately $9.5
million for the nine month period ended September 30, 2002 to $9.6 million for
the nine month period ended September 30, 2003. Revenues from licenses and
royalties were $4.0 million and $1.4 million in the nine months ended September
30, 2002 and $3.7 million and $1.9 million respectively, in the nine months
ended September 30, 2003. Maintenance revenues decreased from $4 million in the
nine months ended September 30, 2002 to $3.5 million in the nine months ended
September 30, 2003, which decline was offset in part by the initiation of our
offering professional services with respect to research and development, which
accounted for $606,000 in revenues in the nine months ended September 30, 2003.
Revenues from sales to customers in the United States decreased from
$19.8 million, or 55.9% of revenues, for the nine months ended September 30,
2002, to $17.6 million, or 49.3% of revenues, for the nine months ended
September 30, 2003, a decrease of $2.2 million, or 11.1%. This decrease in sales
was primarily attributable to the ongoing softness in enterprise spending in the
first six months of 2003 in the United States.
Revenues from sales to customers in Europe increased from $6.6 million,
or 18.6% of revenues, for the nine months ended September 30, 2002, to $7.3
million, or 20.4% of revenues, for the nine months ended September 30, 2003, an
increase of $0.7 million, or 10.6%. This increase in sales was primarily
attributable to the FastWeb sale in the first three months of 2003.
Revenues from sales to customers in the Far East increased from $7.4
million, or 20.9% of revenues, for the nine months ended September 30, 2002, to
$9.3 million, or 26.0% of revenues, for the nine months ended September 30, 2003
an increase of $1.9 million, or 25.7%. This increase in sales was primarily
attributable to increased sales efforts.
Revenues from sales to customers in Israel remained relatively constant
at $1.6 million for the nine months ended September 30, 2002, and 2003.
Cost of Revenues. Cost of revenues increased from $7.7 million for the
nine months ended September 30, 2002 to $7.9 million for the nine months ended
September 30, 2003, an increase of $147,000, or 1.9%. Gross profit as a
percentage of revenues decreased slightly from 78.1% for the nine months ended
September 30, 2002 to 77.9% for the nine months ended September 30, 2003.
Research and Development. Research and development expenses decreased
from $11.7 million for the nine months ended September 30, 2002 to $10.9 million
for the nine months ended September 30, 2003, a decrease of $873,000, or 7.4%.
This decrease was primarily attributable to a decrease in the number of research
and development personnel whom we employed. Research and development expenses as
a percentage of revenues decreased from 33.1% for the nine months ended
September 30, 2002 to 30.4% for the nine months ended September 30, 2003.
Marketing and Selling. Marketing and selling expenses increased from
$13.7 million for the nine months ended September 30, 2002 to $14.6 million for
the nine months ended September 30, 2003, an increase of $909,000, or 6.6%.
Marketing and selling expenses as a percentage of revenues increased from 38.7%
for the nine months ended September 30, 2002 to 40.9% for the nine months ended
September 30, 2003.
General and Administrative. General and administrative expenses
decreased from $3.1 million for the nine months ended September 30, 2002 to $2.9
million for the nine months ended September 30,
17
2003, a decrease of $169,000, or 5.4%. This decrease was primarily attributable
to a decrease in personnel expenses. General and administrative expenses as a
percentage of revenues was 8.8% for the nine months ended September 30, 2002 and
8.2% for the nine months ended September 30, 2003.
Operating Loss. Our operating loss decreased from $859,000 for the nine
months ended September 30, 2002 to $557,000 for the nine months ended September
30, 2003 as we achieved operating income of $413,000 in the third quarter of
2003.
Financial Income. Financial income decreased from $2.1 million for the
nine months ended September 30, 2002 to $1.6 million for the nine months ended
September 30, 2003 principally as a result of the decreased interest income we
derived from the investment of the proceeds of our March 2000 initial public
offering and private placement. Our interest income decreased due to lower
prevailing interest rates.
Net Income. Net income for the first nine months of 2003 was $1.1
million compared with net income of $1.2 million for the first nine months of
2002.
Liquidity and Capital Resources
From our inception until our initial public offering in March 2000, we
financed our operations through cash generated by operations and a combination
of private placements of our share capital and borrowings under lines of credit.
Through December 31, 1999, we raised a total of approximately $12.2 million in
aggregate net proceeds in four private placements. In March 2000, we sold
4,370,000 of our ordinary shares in an initial public offering and 590,822
ordinary shares in a private placement. We received net proceeds of $89.2
million from the public offering and private placement. As of September 30,
2003, we had approximately $17.5 million in cash and cash equivalents, $37.5
million in short term investments and our working capital was approximately
$47.2 million. Taking into account long-term liquid investments, we had $94.5
million in cash and liquid investments as of September 30, 2003.
Net cash generated from operating activities was approximately $4.8
million for the nine months ended September 30, 2003. This amount was primarily
attributable to a $3.7 million decrease in trade receivables, depreciation
expenses of $1.7 million and an increase of $1.9 million in deferred revenues.
These increases in cash generated by our operating activities were offset in
part by a $2.0 million decrease in trade payables.
Net cash used in investing activities was approximately $3.0 million for
the nine months ended September 30, 2003. During the nine months ended September
30, 2003, $1.2 million of cash used in investing activities was for purchases of
property and equipment.
Net cash received from financing activities was $1.8 million for the
nine months ended September 30, 2003.
Our capital requirements are dependent on many factors, including market
acceptance of our products and the allocation of resources to our research and
development efforts, as well as our marketing and sales activities. We
anticipate that our cash resources will be used primarily to fund our operating
activities, as well as for capital expenditures. We do not believe that our
capital expenditures and lease commitments will increase for the foreseeable
future due to the anticipated slowdown in the growth of our operations,
infrastructure and personnel. Nevertheless, we may establish additional
operations as we expand globally.
On February 28, 2001, we announced that our board of directors had
authorized the repurchase of up to 10% of our outstanding shares in open market
transactions from time to time at prevailing market
18
prices. We completed the share repurchase program in the first fiscal quarter of
2002, having purchased 1,866,115 ordinary shares at a total cost of $11.8
million, or an average price of $6.30 per share. At the beginning of 2003, we
began to reissue the repurchased shares upon exercise of employee stock options.
On August 28, 2002, we announced that our board of directors had
authorized the repurchase of up to $10.0 million or 2 million of our ordinary
shares in the open market from time to time at prevailing market prices. During
April 2003, we started to repurchase our ordinary shares based on the
instruction of our board of directors. As of September 30, 2003, we have
purchased 14,000 ordinary shares at a total cost of $78,000, or an average price
of $5.55 per share.
19
Item 3. Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------
Foreign Exchange
Our international business is subject to risks typical of an
international business, including, but not limited to differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
our future results could be materially adversely impacted by changes in these or
other factors.
We cannot assure you that we will not be materially and adversely
affected in the future if inflation in Israel exceeds the devaluation of the NIS
against the dollar or if the timing of the devaluation lags behind inflation in
Israel.
Interest Rates
We invest our cash in a variety of financial instruments, including time
deposits, cash deposits, U.S. federal agency securities and corporate bonds with
an average credit rating of A2. Despite the high quality of our investments,
fixed rate securities may have their fair market value adversely impacted due to
a rise in interest rates, while floating rate securities may produce less income
than expected if interest rates fall. Due in part to these factors, our future
investment income may fall short of expectations due to changes in interest
rates, or we may suffer losses in principal if forced to sell securities that
have seen a decline in market value due to changes in interest rates.
We account for our investment instruments in accordance with Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" ("SFAS No. 115"). All of the cash equivalents and
short-term investments are treated as available-for-sale under SFAS No. 115.
The weighted-average interest rate on investment securities held at
September 30, 2003 was approximately 2.48% as compared to 3.25% at December 31,
2002. The fair market value of cash equivalents and liquid investments held at
September 30, 2003 was $94.5 million.
Item 4. Controls and Procedures
-----------------------
Within the 90-day period prior to the filing of this report, we carried
out an evaluation of the effectiveness of our disclosure controls and procedures
(as defined by Rule 13a-14(c) of the Securities Exchange Act of 1934) under the
supervision and with the participation of our chief executive officer and chief
financial officer. Based on and as of the date of such evaluation, the
aforementioned officers have concluded that our disclosure controls and
procedures were effective.
Our company also maintains a system of internal accounting controls that
is designed to provide assurance that its assets are safeguarded and that
transactions are executed in accordance with management's authorization and
properly recorded. This system is continually reviewed and is augmented by
written policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. During the
quarter ended September 30, 2003, there were no significant changes to this
system of internal controls or in other factors that could significantly affect
those controls.
20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
We are not involved in any legal proceedings that are material to our
business or financial condition.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Use of Proceeds. The following information required by Item 701(f) of
Regulation S-K relates to our initial public offering of ordinary shares of our
company on March 14, 2000. The following table sets forth, with respect to the
ordinary shares registered, the amount of securities registered, the aggregate
offering price of amount registered, the amount sold and the aggregate offering
price of the amount sold, for both the account of our company and the account of
any selling security holder.
For the account of
For the account the selling
of the company shareholder
-------------- -----------
Number of ordinary shares registered .. 4,370,000 N/A
Aggregate offering price of shares
registered ......................... $87,400,000 N/A
Number of ordinary shares sold ........ 4,370,000 N/A
Aggregate offering price of shares sold $87,400,000 N/A
The following table sets forth the expenses incurred by us in connection
with our public offering during the period commencing the effective date of the
Registration Statement and ending September 30, 2003. None of such expenses were
paid directly or indirectly to directors, officers, persons owning 10% or more
of any class of equity securities of our company or to our affiliates.
Direct or indirect payments to persons
other than affiliated persons
-----------------------------
$6,118,000
Underwriting discounts and commissions .
Finders' fees .......................... 550,000
Expenses paid to or for underwriters.... 41,290
Other expenses ......................... 2,241,113
---------
Total expenses ......................... $8,950,403
==========
The net public offering proceeds to us, after deducting the total
expenses (set forth in the table above), were $78,449,597.
The following table sets forth the amount of net public offering
proceeds used by us for the purposes listed below. None of such payments were
paid directly or indirectly to directors, officers, persons owning 10% or more
of any class of our equity securities or to our affiliates.
21
Direct or indirect payments
to persons other than to
Purpose affiliated persons
- ----------------------------------------------- ---------------------------
Acquisition of other companies and
business(es) .............................. N/A
Construction of plant, building and facilities N/A
Purchase and installation of machinery
and equipment ............................ N/A
Purchase of real estate .................... N/A
Repayment of indebtedness .................. N/A
Working capital ............................ $78,450,000
Temporary investments ...................... N/A
Other purposes ............................. N/A
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
31.1 Certification by Chief Executive Officer Pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Financial Officer Pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Chief Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K filed during the last quarter of the period covered by
this report:
An 8-K bearing the cover date of July 15, 2003 with respect to a press
release announcing the Registrant's second quarter earnings was filed on July
15, 2003.
22
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.
RADVISION LTD.
(Registrant)
/s/Gad Tamari
-------------
Gad Tamari
Chief Executive Officer
/s/Tsipi Kagan
--------------
Tsipi Kagan
Chief Financial Officer
Date: November 10, 2003
23