SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of November 2011
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
Filed herewith as Exhibits 99.1, 99.2 and 99.3 are the first, second and third quarter consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows of Allot Communications Ltd. and its subsidiaries, respectively.
This report on Form 6-K shall be deemed to be filed and incorporated by reference in the registration statement on Form F-3 (File No. 333-171053) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
ALLOT COMMUNICATIONS LTD.
|
|||
|
Date: November 8, 2011
|
By:
|
/s/ Nachum Falek | |
| Name: Nachum Falek | |||
|
Title: Chief Financial Officer
|
|||
EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:
|
Exhibit
|
Description
|
|
99.1
|
Allot Communications Ltd. Consolidated Statements of Operations, Consolidated Balance Sheets and Consolidated Statements of Cash Flows for the first quarter of 2011.
|
|
99.2
|
Allot Communications Ltd. Consolidated Statements of Operations, Consolidated Balance Sheets and Consolidated Statements of Cash Flows for the second quarter of 2011.
|
|
99.3
|
Allot Communications Ltd. Consolidated Statements of Operations, Consolidated Balance Sheets and Consolidated Statements of Cash Flows for the third quarter of 2011.
|
Exhibit 99.1
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,
|
||||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
||||||||
|
Revenues
|
$
|
17,183
|
$
|
12,471
|
||||
|
Cost of revenues
|
4,852
|
3,355
|
||||||
|
Gross profit
|
12,331
|
9,116
|
||||||
|
Operating expenses:
|
||||||||
|
Research and development costs, net
|
2,971
|
2,588
|
||||||
|
Sales and marketing
|
6,314
|
5,251
|
||||||
|
General and administrative
|
1,427
|
1,332
|
||||||
|
Total operating expenses
|
10,712
|
9,171
|
||||||
|
Operating profit (loss)
|
1,619
|
(55
|
)
|
|||||
|
Financial and other income (expenses), net
|
92
|
(422
|
)
|
|||||
|
Profit (loss) before income tax expenses
|
1,711
|
(477
|
)
|
|||||
|
Tax expenses (income)
|
85
|
(31
|
)
|
|||||
|
Net profit (loss)
|
$
|
1,626
|
$
|
(446
|
)
|
|||
|
Basic net profit (loss) per share
|
$
|
0.07
|
$
|
(0.02
|
)
|
|||
|
Diluted net profit (loss) per share
|
$
|
0.06
|
$
|
(0.02
|
)
|
|||
|
Weighted average number of shares
|
||||||||
|
used in computing basic net
|
||||||||
|
earnings per share
|
23,980,623
|
22,434,843
|
||||||
|
Weighted average number of shares
|
||||||||
|
used in computing diluted net
|
||||||||
|
earnings per share
|
25,898,321
|
22,434,843
|
||||||
TABLE - 2
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
43,857
|
$
|
42,858
|
||||
|
Marketable securities and restricted cash
|
17,096
|
16,591
|
||||||
|
Trade receivables, net
|
13,506
|
10,739
|
||||||
|
Other receivables and prepaid expenses
|
5,691
|
4,958
|
||||||
|
Inventories
|
11,644
|
10,830
|
||||||
|
Total current assets
|
91,794
|
85,976
|
||||||
|
LONG-TERM ASSETS:
|
||||||||
|
Severance pay fund
|
178
|
162
|
||||||
|
Other assets
|
343
|
340
|
||||||
|
Total long-term assets
|
521
|
502
|
||||||
|
PROPERTY AND EQUIPMENT, NET
|
5,218
|
5,193
|
||||||
|
GOODWILL AND INTANGIBLE ASSETS, NET
|
3,486
|
3,516
|
||||||
|
Total assets
|
$
|
101,019
|
$
|
95,187
|
||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$
|
5,169
|
$
|
5,140
|
||||
|
Deferred revenues
|
11,765
|
10,828
|
||||||
|
Other payables and accrued expenses
|
10,872
|
10,167
|
||||||
|
Total current liabilities
|
27,806
|
26,135
|
||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Deferred revenues
|
4,396
|
3,873
|
||||||
|
Accrued severance pay
|
210
|
191
|
||||||
|
Total long-term liabilities
|
4,606
|
4,064
|
||||||
|
SHAREHOLDERS' EQUITY
|
68,607
|
64,988
|
||||||
|
Total liabilities and shareholders' equity
|
$
|
101,019
|
$
|
95,187
|
||||
TABLE - 3
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2011
|
||||
|
(Unaudited)
|
||||
|
Cash flows from operating activities:
|
||||
|
Net profit
|
$
|
1,626
|
||
|
Adjustments to reconcile net profit to net cash provided by operating activities:
|
||||
|
Depreciation
|
661
|
|||
|
Stock-based compensation related to options granted to employees and non-employees
|
517
|
|||
|
Amortization of intangible assets
|
30
|
|||
|
Capital gain
|
(4
|
)
|
||
|
Increase in accrued severance pay, net
|
3
|
|||
|
Increase in other assets
|
(3
|
)
|
||
|
Decrease in accrued interest and amortization of premium on marketable securities
|
(1
|
)
|
||
|
Increase in trade receivables
|
(2,768
|
)
|
||
|
Increase in other receivables and prepaid expenses
|
(94
|
)
|
||
|
Increase in inventories
|
(814
|
)
|
||
|
Increase in trade payables
|
27
|
|||
|
Decrease in employees and payroll accruals
|
(592
|
)
|
||
|
Increase in deferred revenues
|
1,459
|
|||
|
Increase in other payables and accrued expenses
|
918
|
|||
|
Net cash provided by operating activities
|
965
|
|||
|
Cash flows from investing activities:
|
||||
|
Increase in restricted deposit
|
(486
|
)
|
||
|
Purchase of property and equipment
|
(710
|
)
|
||
|
Proceeds from sale of property and equipment
|
30
|
|||
|
Investment in marketable securities
|
(853
|
)
|
||
|
Proceeds from redemption or sale of marketable securities
|
800
|
|||
|
Net cash used in investing activities
|
(1,219
|
)
|
||
|
Cash flows from financing activities:
|
||||
|
Proceeds from exercise of options
|
1,253
|
|||
|
Net cash provided by financing activities
|
1,253
|
|||
|
Increase in cash and cash equivalents
|
999
|
|||
|
Cash and cash equivalents at the beginning of the period
|
42,858
|
|||
|
Cash and cash equivalents at the end of the period
|
$
|
43,857
|
||
Exhibit 99.2
TABLE - 1
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
(U.S. dollars in thousands, except share and per share data)
|
|
Three Months Ended
|
|||||||
|
June 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
||||||||
|
Revenues
|
$ | 18,454 | $ | 13,626 | ||||
|
Cost of revenues
|
5,305 | 3,915 | ||||||
|
Gross profit
|
13,149 | 9,711 | ||||||
|
Operating expenses:
|
||||||||
|
Research and development costs, net
|
3,092 | 2,728 | ||||||
|
Sales and marketing
|
6,388 | 5,413 | ||||||
|
General and administrative
|
1,979 | 1,305 | ||||||
|
Total operating expenses
|
11,459 | 9,446 | ||||||
|
Operating profit
|
1,690 | 265 | ||||||
|
Financial and other income (expenses), net
|
(63 | ) | (7,555 | ) | ||||
|
Profit (loss) before income tax expenses
|
1,627 | (7,290 | ) | |||||
|
|
||||||||
|
Tax expenses
|
16 | 127 | ||||||
|
Net profit (loss)
|
1,611 | (7,417 | ) | |||||
|
Basic net profit (loss) per share
|
$ | 0.07 | $ | (0.33 | ) | |||
|
Diluted net profit (loss) per share
|
$ | 0.06 | $ | (0.33 | ) | |||
|
Weighted average number of shares used in computing basic net earnings per share
|
24,195,495 | 22,711,470 | ||||||
|
Weighted average number of shares used in computing diluted net earnings per share
|
26,253,139 | 22,711,470 | ||||||
TABLE - 2
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
|
June 30,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$ | 46,116 | $ | 42,858 | ||||
|
Marketable securities and restricted cash
|
17,382 | 16,591 | ||||||
|
Trade receivables, net
|
11,142 | 10,739 | ||||||
|
Other receivables and prepaid expenses
|
6,763 | 4,958 | ||||||
|
Inventories
|
9,724 | 10,830 | ||||||
|
Total current assets
|
91,127 | 85,976 | ||||||
|
LONG-TERM ASSETS:
|
||||||||
|
Severance pay fund
|
188 | 162 | ||||||
|
Other assets
|
341 | 340 | ||||||
|
Total long-term assets
|
529 | 502 | ||||||
|
PROPERTY AND EQUIPMENT, NET
|
5,115 | 5,193 | ||||||
|
GOODWILL AND INTANGIBLE ASSETS, NET
|
3,455 | 3,516 | ||||||
|
Total assets
|
$ | 100,226 | $ | 95,187 | ||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$ | 2,094 | $ | 5,140 | ||||
|
Deferred revenues
|
11,384 | 10,828 | ||||||
|
Other payables and accrued expenses
|
11,240 | 10,167 | ||||||
|
Total current liabilities
|
24,718 | 26,135 | ||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Deferred revenues
|
4,381 | 3,873 | ||||||
|
Accrued severance pay
|
223 | 191 | ||||||
|
Total long-term liabilities
|
4,604 | 4,064 | ||||||
|
SHAREHOLDERS' EQUITY
|
70,904 | 64,988 | ||||||
|
Total liabilities and shareholders' equity
|
$ | 100,226 | $ | 95,187 | ||||
TABLE - 3
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
|
Three Months Ended
|
||||||||
|
June 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
||||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income (loss)
|
1,611 | (7,417 | ) | |||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation
|
679 | 650 | ||||||
|
Stock-based compensation related to options granted to employees and non-employees
|
547 | 471 | ||||||
|
Amortization of intangible assets
|
31 | 30 | ||||||
|
Capital (gain) loss
|
13 | (29 | ) | |||||
|
Increase (Decrease) in accrued severance pay, net
|
3 | 43 | ||||||
|
Decrease (Increase) in other assets
|
2 | 6 | ||||||
|
Increase in accrued interest and amortization of premium on marketable securities
|
48 | - | ||||||
|
Decrease (Increase) in trade receivables
|
2,364 | (1,724 | ) | |||||
|
Decrease (Increase) in other receivables and prepaid expenses
|
(1,240 | ) | 1,232 | |||||
|
Decrease (Increase) in inventories
|
1,920 | (1,420 | ) | |||||
|
Increase (Decrease) in trade payables
|
(3,075 | ) | 2,654 | |||||
|
Increase (Decrease) in employees and payroll accruals
|
(17 | ) | 21 | |||||
|
Increase (Decrease) in deferred revenues
|
(396 | ) | (1,941 | ) | ||||
|
Increase in other payables and accrued expenses
|
405 | 1,247 | ||||||
|
Other than temporary loss on marketable securities
|
- | 7,682 | ||||||
|
Net cash provided by operating activities
|
2,895 | 1,505 | ||||||
|
Cash flows from investing activities:
|
||||||||
|
Increase in restricted deposit
|
(1 | ) | - | |||||
|
Investment in short-term deposits
|
- | (582 | ) | |||||
|
Purchase of property and equipment
|
(588 | ) | (624 | ) | ||||
|
Proceeds from sale of property and equipment
|
- | 38 | ||||||
|
Investment in marketable securities
|
(1,061 | ) | - | |||||
|
Proceeds from redemption or sale of marketable securities
|
800 | 12,252 | ||||||
|
Net cash provided by (used in) investing activities
|
(850 | ) | 11,084 | |||||
|
Cash flows from financing activities:
|
||||||||
|
Exercise of warrants and employee stock options and repayment of non-recourse loan
|
214 | 453 | ||||||
|
Net cash provided by financing activities
|
214 | 453 | ||||||
|
Increase in cash and cash equivalents
|
2,259 | 13,042 | ||||||
|
Cash and cash equivalents at the beginning of the period
|
43,857 | 36,349 | ||||||
|
Cash and cash equivalents at the end of the period
|
$ | 46,116 | $ | 49,391 | ||||
Exhibit 99.3
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
|
||||||||
|
September 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
||||||||
|
Revenues
|
$ | 20,088 | $ | 14,668 | ||||
|
Cost of revenues
|
5,728 | 4,125 | ||||||
|
Gross profit
|
14,360 | 10,543 | ||||||
|
Operating expenses:
|
||||||||
|
Research and development costs, net
|
3,467 | 2,945 | ||||||
|
Sales and marketing
|
6,575 | 5,611 | ||||||
|
General and administrative
|
2,379 | 1,382 | ||||||
|
Total operating expenses
|
12,421 | 9,938 | ||||||
|
Operating profit
|
1,939 | 605 | ||||||
|
Financial and other income (expenses), net
|
149 | 247 | ||||||
|
Profit (loss) before income tax expenses
|
2,088 | 852 | ||||||
|
Tax expenses
|
13 | 100 | ||||||
|
Net profit (loss)
|
2,075 | 752 | ||||||
|
Basic net profit (loss) per share
|
$ | 0.09 | $ | 0.03 | ||||
|
Diluted net profit (loss) per share
|
$ | 0.08 | $ | 0.03 | ||||
|
Weighted average number of shares
|
||||||||
|
used in computing basic net
|
||||||||
|
earnings per share
|
24,296,038 | 22,813,134 | ||||||
|
Weighted average number of shares
|
||||||||
|
used in computing diluted net
|
||||||||
|
earnings per share
|
26,184,244 | 23,642,725 | ||||||
TABLE - 2
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
|
September 30,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
29,794
|
$
|
42,858
|
||||
|
Short term deposits
|
18,000
|
-
|
||||||
|
Marketable securities and restricted cash
|
18,872
|
16,591
|
||||||
|
Trade receivables, net
|
12,799
|
10,739
|
||||||
|
Other receivables and prepaid expenses
|
4,063
|
4,958
|
||||||
|
Inventories
|
9,048
|
10,830
|
||||||
|
Total current assets
|
92,576
|
85,976
|
||||||
|
LONG-TERM ASSETS:
|
||||||||
|
Severance pay fund
|
179
|
162
|
||||||
|
Other assets
|
246
|
340
|
||||||
|
Total long-term assets
|
425
|
502
|
||||||
|
PROPERTY AND EQUIPMENT, NET
|
5,144
|
5,193
|
||||||
|
GOODWILL AND INTANGIBLE ASSETS, NET
|
3,425
|
3,516
|
||||||
|
Total assets
|
$
|
101,570
|
$
|
95,187
|
||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$
|
3,830
|
$
|
5,140
|
||||
|
Deferred revenues
|
10,317
|
10,828
|
||||||
|
Other payables and accrued expenses
|
10,149
|
10,167
|
||||||
|
Total current liabilities
|
24,296
|
26,135
|
||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Deferred revenues
|
4,065
|
3,873
|
||||||
|
Accrued severance pay
|
213
|
191
|
||||||
|
Total long-term liabilities
|
4,278
|
4,064
|
||||||
|
SHAREHOLDERS' EQUITY
|
72,996
|
64,988
|
||||||
|
Total liabilities and shareholders' equity
|
$
|
101,570
|
$
|
95,187
|
||||
TABLE - 3
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
|
Three Months Ended
|
||||
|
September 30,
|
||||
|
2011
|
||||
|
(Unaudited)
|
||||
|
Cash flows from operating activities:
|
||||
|
Net income (loss)
|
$
|
2,075
|
||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||
|
Depreciation
|
712
|
|||
|
Write-off of property and of equipment, net
|
-
|
|||
|
Stock-based compensation related to options granted to employees and non-employees
|
506
|
|||
|
Amortization of intangible assets
|
30
|
|||
|
Capital loss
|
-
|
|||
|
Increase (Decrease) in accrued severance pay, net
|
(1
|
)
|
||
|
Decrease in other assets
|
95
|
|||
|
Decrease in accrued interest and amortization of premium on marketable securities
|
19
|
|||
|
Decrease (Increase) in trade receivables
|
(1,657
|
)
|
||
|
Decrease in other receivables and prepaid expenses
|
2,129
|
|||
|
Decrease (Increase) in inventories
|
676
|
|||
|
Decrease in long-term deferred taxes
|
||||
|
Increase (Decrease) in trade payables
|
1,735
|
|||
|
Increase (Decrease) in employees and payroll accruals
|
95
|
|||
|
Increase (Decrease) in deferred revenues
|
(1,383
|
)
|
||
|
Increase (Decrease) in other payables and accrued expenses
|
(1,649
|
)
|
||
|
Other than temporary loss on marketable securities
|
-
|
|||
|
Net cash provided by operating activities
|
3,382
|
|||
|
Cash flows from investing activities:
|
||||
|
Increase in restricted deposit
|
-
|
|||
|
Investment in short-term deposits
|
(18,000
|
)
|
||
|
Redemption of short-term deposits
|
||||
|
Purchase of property and equipment
|
(740
|
)
|
||
|
Proceeds from sale of property and equipment
|
-
|
|||
|
Investment in marketable securities
|
(2,317
|
)
|
||
|
Proceeds from redemption or sale of marketable securities
|
803
|
|||
|
Net cash provided by (used in) investing activities
|
(20,254
|
)
|
||
|
Cash flows from financing activities:
|
||||
|
Exercise of warrants and employee stock options and repayment of non-recourse loan
|
550
|
|||
|
Net cash provided by financing activities
|
550
|
|||
|
Increase (Decrease) in cash and cash equivalents
|
(16,322
|
)
|
||
|
Cash and cash equivalents at the beginning of the period
|
46,116
|
|||
|
Cash and cash equivalents at the end of the period
|
$
|
29,794
|