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 May 2007
Commission File Number:
001-33129
Allot Communications
Ltd.
(Translation of
registrant’s name into English)
22 Hanagar Street
Neve Ne’eman
Industrial Zone B
Hod-Hasharon 45240
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): ____
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): ____
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- ________
EXPLANATORY NOTE
On May 9, 2007, Allot Communications Ltd. issued press releases announcing:
(1) The quarterly results for the first quarter 2007; and
(2) The appointment of Doron Arazi as Allot’s Chief Financial Officer, replacing Adi Sapir.
Copies of the press releases are attached to this Form 6-K as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference.
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.
| Allot Communications Ltd. By: /s/ Adi Sapir —————————————— Adi Sapir Chief Financial Officer |
Date: May 9, 2007
2
EXHIBIT INDEX
The following exhibits have been filed as part of this Form 6-K:
| Exhibit | Description |
| 99.1. | Press Release Announcing Financial Results Dated May 9, 2007. |
| 99.2 | Press Release Announcing Appointment of a New CFO Dated May 9, 2007. |
Exhibit 99.1
Allot Communications Announces First Quarter 2007 Results
Hod Hasharon, ISRAEL – May 9, 2007 – Allot Communications Ltd. (NASDAQ: ALLT), a leader in IP service optimization solutions based on deep packet inspection (DPI) technology, today announced financial results for the first quarter ended March 31, 2007.
Revenues for the first quarter of 2007 totaled $8.3 million, a 9% increase from the $7.6 million of revenues reported in the first quarter of 2006. On a GAAP basis, net loss for the first quarter of 2007 was $434 thousand, or $0.02 per share, as compared with net income of $5 thousand, or $0.00 per share, in the first quarter of 2006.
Included in the GAAP net income is the impact of share-based compensation expense. On a pro-forma, non-GAAP basis, excluding the impact of share-based compensation expense in both periods, non-GAAP net loss for the first quarter of 2007 totaled $112 thousand, or $0.00 per share, as compared with a non-GAAP net profit of $87 thousand, or $0.01 per diluted share, for the first quarter of 2006.
These non-GAAP measures should be considered in addition to, and not as a substitute for, comparable GAAP measures. A full reconciliation between GAAP and non-GAAP measures is provided in the accompanying Table 3.
“As we previously reported, revenues for the first quarter were below our expectation,” stated Rami Hadar, Allot Communications’ President and Chief Executive Officer. “This weakness was due primarily to a slowdown in sales through some of our distribution channels, principally in the Americas, which are focused on sales to enterprise, education and smaller ISPs. However, we were pleased with the success Allot had during the quarter in terms of securing larger scale DPI projects within a variety of customer verticals and geographic regions. We are encouraged by our continued progress in the Tier 1 and Tier 2 service provider accounts worldwide, which is our strategic objective. Our larger customers this quarter included 5 large service providers in Asia, EMEA and Latin America, two mobile operators and one incumbent telecom operator in Asia, and several government accounts in EMEA and Latin America.
“Our high-end carrier class NetEnforcer products continue to address the needs of service providers looking to introduce intelligent IP service optimization solutions to improve their network efficiency, minimize operating costs and increase levels of customer satisfaction. In addition, our next generation 20 GB/s platform, which is tailored to meet the scalability and multi-Gigabit throughput needs of the Tier 1 carrier market, remains on track,” concluded Mr. Hadar.
As of March 31, 2007, Allot’s cash and cash equivalents, including short and long-term deposits and investments in marketable securities, totaled $80.5 million.
Financial Guidance
The Company reaffirms its previous guidance for the year 2007, and anticipates that net revenues will total approximately $40 million.
Conference Call & Webcast
The Company’s management team plans to host a live conference call and webcast today at 8:30 AM EST to discuss the financial results as well as management’s outlook for the business.
To access the conference call, please dial one of the following numbers: US: 1-866-966-9446, International: +44-1452-567-098, Israel: 1-809-213-849.
A replay of the conference call will be available from 12:01 am EDT on May 10, 2007 through May 16, 2007, at 11:59 pm EDT.
To access the replay, please dial: US: 1-866-247-4222, International: +44-1452-55-0000. Access code for both: 6819658#.
A live webcast of the conference call can be accessed on the Allot Communications website at www.allot.com. The webcast will also be archived on our website following the conference call.
About Allot
Communications
Allot Communications Ltd. (NASDAQ:
ALLT) is a leading provider of intelligent IP service optimization solutions. Designed for
carriers, service providers and enterprises, Allot solutions apply deep packet inspection
(DPI) technology to transform broadband pipes into smart networks. This creates the
visibility and control vital to manage applications, services and subscribers, guarantee
quality of service (QoS), contain operating costs and maximize revenue. Allot believes in
listening to customers and provides them access to its global network of visionaries,
innovators and support engineers. For more information, please visit
www.allot.com.
2
Safe Harbor Statement
Information provided in this press
release contains statements relating to current expectations, estimates, forecasts and
projections about future financial performance, timing of product introductions and events
that are “forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements generally relate to our
plans, objectives and expectations for future operations and are based upon
management’s current estimates and projections of future results or trends. Actual
future results may differ materially from those which may be expressed or implied by the
forward-looking statements that we make as a result of certain risks and uncertainties,
including, among others, changes in general economic and business conditions and
specifically, a decline in demand for our products, our inability to timely develop and
introduce new technologies, products and applications and loss of market. These factors
include, but are not limited to, our inability to successfully defend ourselves against
certain complaints filed against us and certain of our directors and officers in the
United States District Court for the Southern District of New York, as well as risks
discussed under the heading “Risk Factors” in our final prospectus for our IPO
filed with the Securities and Exchange Commission on November 16, 2006 and other filings
with the Securities and Exchange Commission. These forward-looking statements are made
only as of the date hereof, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information, future events or
otherwise. This press release also is available at our Web site.
Investor Relations Contact:
Jay Kalish
Executive Director Investor Relations
International access code+972-9-761-9365
jkalish@allot.com
3
TABLE
– 1
ALLOT COMMUNICATIONS
LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
| Three Months Ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2007 |
2006 | |||||||
| (unaudited) | ||||||||
| Revenues | $ | 8,276 | $ | 7,571 | ||||
| Cost of revenues | 1,974 | 1,700 | ||||||
| Gross profit | 6,302 | 5,871 | ||||||
| Operating expenses: | ||||||||
| Research and development costs, net | 2,453 | 1,882 | ||||||
| Sales and marketing | 4,194 | 3,493 | ||||||
| General and administrative | 1,043 | 609 | ||||||
| Total operating expenses | 7,690 | 5,984 | ||||||
| Operating loss | (1,388 | ) | (113 | ) | ||||
| Financial and other income, net | 957 | 121 | ||||||
| Income (loss) before income tax expenses | (431 | ) | 8 | |||||
| Income tax expenses | 3 | 3 | ||||||
| Net income (loss) | (434 | ) | 5 | |||||
| Basic net earnings (loss) per share | $ | (0.02 | ) | $ | 0.00 | |||
| Diluted net earnings (loss) per share | $ | (0.02 | ) | $ | 0.00 | |||
| Weighted average number of shares | ||||||||
| used in computing basic net | ||||||||
| earnings (loss) per share | 21,009,705 | 12,783,114 | ||||||
| Weighted average number of shares used in computing diluted net earnings (loss) per share | 23,467,686 | 14,298,882 | ||||||
4
TABLE – 2
ALLOT COMMUNICATIONS
LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
(U.S. dollars in thousands)
| March 31, 2007 |
December 31, 2006 | |||||||
|---|---|---|---|---|---|---|---|---|
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 9,081 | $ | 7,117 | ||||
| Marketable securities and short term deposit | 67,404 | 70,423 | ||||||
| Trade receivables | 6,409 | 5,856 | ||||||
| Other receivables and prepaid expenses | 2,800 | 1,961 | ||||||
| Inventories | 4,058 | 3,337 | ||||||
| Total current assets | 89,752 | 88,694 | ||||||
| LONG-TERM ASSETS: | ||||||||
| Marketable securities | 4,001 | 5,750 | ||||||
| Severence pay fund | 2,851 | 2,648 | ||||||
| Other assets | 1,017 | 1,054 | ||||||
| Total long-term assets | 7,869 | 9,452 | ||||||
| PROPERTY AND EQUIPMENT, NET | 3,681 | 2,939 | ||||||
| GOODWILL | 125 | 99 | ||||||
| Total assets | $ | 101,427 | $ | 101,184 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short-term bank credit and current maturities, net | $ | 0 | $ | 6 | ||||
| Trade payables | 4,219 | 4,415 | ||||||
| Deferred revenues | 4,303 | 3,788 | ||||||
| Other payables and accrued expenses | 4,405 | 4,833 | ||||||
| Total current liabilities | 12,927 | 13,042 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Deferred revenues | 1,671 | 1,578 | ||||||
| Accrued severence pay | 2,719 | 2,377 | ||||||
| Total long-term liabilities | 4,390 | 3,955 | ||||||
| SHAREHOLDERS' EQUITY | 84,110 | 84,187 | ||||||
| Total liabilities and shareholders' equity | $ | 101,427 | $ | 101,184 | ||||
5
TABLE
– 3
ALLOT COMMUNICATIONS
LTD.
AND
ITS SUBSIDIARIES
RECONCILIATION OF GAAP
AND NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except per share data)
| Three months ended March 31, 2007 |
Three months ended March 31, 2006 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP Reported |
Adjustments* |
Non-GAAP |
GAAP Reported |
Adjustments* |
Non-GAAP | |||||||||||||||
| Gross profit | 6,302 | (11 | ) | 6,313 | 5,871 | - | 5,871 | |||||||||||||
| Total operating expenses | 7,690 | (311 | ) | 7,379 | 5,984 | (82 | ) | 5,902 | ||||||||||||
| Operating income (loss) | (1,388 | ) | 322 | (1,066 | ) | (113 | ) | 82 | (31 | ) | ||||||||||
| Income (loss) before income tax expenses (benefit) | (431 | ) | 322 | (109 | ) | 8 | 8 | |||||||||||||
| Net income | (434 | ) | 322 | (112 | ) | 5 | 82 | 87 | ||||||||||||
| Basic net earnings (loss) per share | $ | (0.02 | ) | $ | 0.02 | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.01 | |||||||
| Diluted net earnings (loss) per share | $ | (0.02 | ) | $ | 0.02 | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.01 | |||||||
(*) Adjustment excludes the expenses recorded for stock-based compensation of which: $11,000, $50,000, $119,000 and $142,000 resulted from cost of revenue, research and development expenses, sales and marketing expenses and general and administrative expenses, respectively.
6
Exhibit 99.2
Allot Communications
Names Doron Arazi as New Chief Financial
Officer
Hod Hasharon, ISRAEL – May 9, 2007 – Allot Communications Ltd. (NASDAQ: ALLT), a leader in IP service optimization solutions based on deep packet inspection (DPI) technology, today announced that Doron Arazi has been appointed as Chief Financial Officer, following the announced departure of Adi Sapir to pursue other interests. Mr. Sapir will remain with the company during the interim period to ensure a smooth transition.
Mr. Arazi, who will assume the CFO position starting on September 1, 2007, brings over 18 years of financial management experience to Allot. For the past six years, Mr. Arazi has held various financial roles at Verint Systems Ltd., one of the largest subsidiaries of Verint System Inc., an analytic software-based solutions provider, with worldwide sales of over $370 million in fiscal 2006. For the last three years, Mr. Arazi has served as Vice President Finance of Verint’s Israeli subsidiary. In this capacity and as part of Verint’s Israeli management team, he was responsible for all of the Israeli company’s and other foreign subsidiaries’ financial and legal issues, including strategic planning, mergers and acquisitions, budget planning and control, treasury and accounting departments, as well as US securities law compliance issues. Mr. Arazi, a certified public accountant, holds a BA in Accounting and Economics and an MBA from Tel Aviv University.
“We are excited to bring on Doron, who has extensive financial experience with a large, multi-national solutions provider for the telecommunications industry among other industries. As Allot continues to expand its worldwide operations, we believe that Doron’s familiarity with this type of environment will make him a valuable part of our management team,” said Rami Hadar, Allot’s President and CEO.
“I want to thank Adi for his 10 years of devoted service to Allot. During his tenure as CFO, the Company grew from a start-up operation to a public, global telecommunications company, following our successful IPO in November 2006. As a part of Allot’s senior management team, Adi played a significant role in the Company’s growth. I wish Adi much success in his future endeavors.”
About Allot
Communications
Allot Communications Ltd. (NASDAQ:
ALLT) is a leading provider of intelligent IP service optimization solutions. Designed for
carriers, service providers and enterprises, Allot solutions apply deep packet inspection
(DPI) technology to transform broadband pipes into smart networks. This creates the
visibility and control vital to manage applications, services and subscribers, guarantee
quality of service (QoS), contain operating costs and maximize revenue. Allot believes in
listening to customers and provides them access to its global network of visionaries,
innovators and support engineers. For more information, please visit
www.allot.com.
Investor Relations Contact:
Jay Kalish
Executive Director Investor Relations
International access code+972-9-761-9365
jkalish@allot.com