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 2012
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 1, 2012, Allot Communications Ltd. issued press releases announcing the quarterly results for the first quarter of 2012 and signing of a definitive agreement to acquire Ortiva Wireless, Inc.
Copies of the press releases are attached to this Form 6-K as Exhibit 99.1 and Exhibit 99.2 and are 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.
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Allot Communications Ltd.
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By:
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/s/ Donna Rahav | |
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Donna Rahav
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Deputy General Counsel
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Date: May 1, 2012
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EXHIBIT INDEX
The following exhibit has been filed as part of this Form 6-K:
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Exhibit
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Description
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99.1.
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Press Release Announcing Financial Results Dated May 1, 2012
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99.2.
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Press Release Announcing Acquisition of Ortiva Wireless Dated May 1, 2012
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Exhibit 99.1
Allot Communications: 10% Revenue Rise and Expanded Net Profit
for First Quarter of 2012
--Revenues reach $24.2 million; EPS was $0.15 on a non-GAAP basis ($0.10 on
a GAAP basis)--
Key highlights:
- First quarter revenues reached $24.2 million, a 41% increase over the first quarter of 2011 and 10% increase over previous quarter
- First quarter non-GAAP net profit of $5.0 million; non-GAAP EPS increases to $0.15 from $0.14 in the fourth quarter of 2011, despite dilution effect due to public offering
- Cash, cash equivalents and marketable securities totaled $165.4 million; generated approximately $4.4 million in cash from operations during the quarter
Hod Hasharon, Israel – May 1, 2012 – Allot Communications Ltd. (NASDAQ: ALLT), a leading supplier of service optimization and revenue generation solutions for fixed and mobile data worldwide, today announced continued growth in sales and profitability during the first quarter of 2012.
Total revenues for the first quarter of 2012 reached $24.2 million, a 41% increase from the $17.2 million of revenues reported for the first quarter of 2011, and a 10% increase from the $22.0 million of revenues reported for the fourth quarter of 2011. On a GAAP basis, net profit for the first quarter of 2012 was $3.2 million, or $0.10 per basic and diluted share. This compares with net profit of $1.6 million, or $0.07 per basic share and $0.06 per diluted share, in the first quarter of 2011, and net profit of $3.5 million, or $0.13 per basic share and $0.12 per diluted share, in the fourth quarter of 2011.
The weighted average number of diluted shares increased in the first quarter of 2012 mainly reflecting the issuance of new shares as part of the Company’s public offering which closed on November 15, 2011. The share count now fully reflects all shares issued in the public offering.
On a non-GAAP basis, excluding the impact of share-based compensation, amortization of certain intangibles and certain one-time charges incurred related to M&A activities and compliance with regulatory matters, non-GAAP net profit for the first quarter of 2012 totaled $5.0 million, or $0.16 per basic share and $0.15 per diluted share, compared with non-GAAP net profit of $2.2 million, or $0.09 per basic share and $0.08 per diluted share, for the first quarter of 2011, and non-GAAP net profit $4.2 million or $0.15 per basic share and $0.14 per diluted share, for the fourth quarter of 2011.
These non-GAAP measures should be considered in addition to, and not as a substitute for, comparable GAAP measures. The non-GAAP results and a full reconciliation between GAAP and non-GAAP results are provided in the accompanying Tables 2 and 3. The Company provides these non-GAAP financial measures because it believes that they present a better measure of the Company’s core business and management uses the non-GAAP measures internally to evaluate the Company’s ongoing performance. Accordingly, the Company believes that they are useful to investors in enhancing an understanding of the Company’s operating performance.
“Revenues continued to grow during the quarter as we continue to see a healthy inflow of both new and expansion orders," commented Rami Hadar, Allot Communications' President and Chief Executive Officer. “As we predicted, over-the-top (OTT) applications are not only overwhelming networks, but are now actually impacting service providers’ revenues by offering free and low-cost alternatives to their offerings. Our solutions not only provide a way to manage bandwidth consumption for these services, but offer our customers the ability to monetize their networks by introducing creative data plans and to actually share revenues with OTT content providers.”
Recently, the Company achieved the following significant goals:
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During the quarter, received orders from 17 large service providers, 5 of which represented new customers;
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Announced it had received a follow-on order from an Asian Tier 1 mobile operator to support an LTE network rollout;
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Announced it had received an initial order worth approximately US$4 million from a Tier 1 Latin American fixed/mobile operator; and
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Announced signing a definitive agreement to purchase Ortiva Wireless, which provides Allot with a best-of-breed video optimization solution.
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As of March 31, 2012, cash, cash equivalents, short term deposits and marketable securities totaled $165.4 million, with no debt.
Conference Call & Webcast
The Allot management team will host a conference call to discuss its first quarter 2012 earnings results on Tuesday, May 1, 2012, at 8:30 AM ET, 3:30 PM Israel time. The quarterly financial results will be published prior to the conference call.
To access the conference call, please dial one of the following numbers: US: +1 646 254 3361, UK: +44 (0)20 3364 5381, Israel: +972 3763 0146, participant code 4105861.
A replay of the conference call will be available from 12:01 am ET on May 4, 2011 through May 31, 2012 at 11:59 pm UK time. To access the replay, please dial: US: +1 347 366 9565, UK: +44 (0)20 7111 1244, access code: 4105861#.
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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 the website following the conference call.
About Allot Communications
Allot Communications Ltd. (NASDAQ: ALLT) is a leading provider of intelligent data traffic optimization and monetization solutions for fixed and mobile broadband operators and large enterprises worldwide. Allot's scalable, carrier-grade solutions provide the visibility, topology awareness, security, application control and subscriber management that are vital to managing fixed and mobile data, enhancing user experience, containing operating costs, and enabling service providers to generate revenues from their broadband networks. Allot's rich portfolio of solutions leverages dynamic actionable recognition technology (DART) to transform broadband pipes into smart networks that can rapidly and efficiently deploy value added Internet services. For more information, please visit http://www.allot.com.
Safe Harbor Statement
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company's plans, objectives and expectations for future operations. These forward-looking statements are based upon management's current estimates and projections of future results or trends. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These factors include, but are not limited to: our ability to increase the breadth and functionality of the Service Gateway platform through additional partnerships and the integration of Ortiva Wireless technology, business, and operations with those of the Company, changes in general economic and business conditions; the Company’s inability to develop and introduce new technologies, products and applications; loss of market; and other factors discussed under the heading "Risk Factors" in the Company's annual report on Form 20-F filed with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Jay Kalish
Executive Director Investor Relations
International access code +972-54-221-1365
jkalish@allot.com
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Exhibit 99.2
Allot Communications to Acquire Ortiva Wireless
Provides Allot with innovative video optimization service offering
Hod Hasharon, Israel, May 1, 2012 - Allot Communications Ltd. (NASDAQ: ALLT), a leading provider of service optimization and revenue generation solutions for fixed and mobile data networks worldwide, today announced that it has signed a definitive agreement to acquire Ortiva Wireless, which offers the industry's most innovative solution for proactive management of mobile video.
This transaction will enable Allot to further enhance its industry-leading Allot Service Gateway by integrating a leading-edge mobile video optimization solution into a single network intelligence platform or offering it as a standalone solution. The incorporation of Ortiva’s technology within Allot Service Gateway will allow mobile service providers to effectively manage the ever-increasing volume of video traffic on their networks, which according to Allot’s latest Global MobileTrends report, now represents 42% of mobile data traffic worldwide.
Ortiva’s solution allows service providers to dramatically improve the quality and efficiency of rich media content delivery by optimizing for real-time network conditions and for each mobile connection. This unique dual optimization capability enables the highest quality of experience for video consumers especially in fluctuating and constrained network conditions. Ortiva’s solution has been deployed at two Tier 1 mobile service providers to date.
“This acquisition is an important building block in our Service Gateway vision,” commented Rami Hadar, Allot’s President and CEO. “Since the introduction of Allot Service Gateway in 2007, our goal has been to leverage our unique technology to enable the broadest range of cost-saving and revenue-generating services on a single intelligent network services platform. By purchasing Ortiva, we will own an innovative video optimization solution, one of the major value-adds that our customers are seeking today. As video becomes an ever-increasing challenge for mobile networks, this acquisition will allow Allot to offer a robust and tightly integrated video optimization service within Allot Service Gateway. We look forward to welcoming Ortiva’s talented team into our company.”
“We are excited to join the Allot team,” commented Ortiva’s CEO, Marc Zionts. “Combining our unique technology with Allot’s industry-leading solutions will allow us to continue and expand our mission of enabling service providers to manage the ever-increasing flood of data traffic while significantly improving the quality of experience for each individual subscriber. We look forward to growing together as one company.”
The terms of the acquisition were not disclosed. The acquisition is subject to the satisfaction of certain closing conditions, and is expected to close during the second quarter of 2012. On a non-GAAP basis, management currently anticipates the following:
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The acquisition will be accretive on a quarterly basis by the end of 2012;
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Ortiva will contribute between $3-5 million in revenues for the second half of 2012, with a gross margin profile similar to Allot’s current level;
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Operating expenses are currently estimated at approximately $2.5 million per quarter for the second half of 2012.
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Non-GAAP financial measures exclude stock-based compensation expenses and amortization of acquired intangible assets, and add back the fair value of acquired deferred revenue written-off for GAAP purposes as part of purchase accounting.
About Allot
Allot Communications Ltd. (NASDAQ: ALLT) is a leading provider of intelligent data traffic optimization and monetization solutions for fixed and mobile broadband operators and large enterprises worldwide. Allot's scalable, carrier-grade solutions provide the visibility, topology awareness, security, application control and subscriber management that are vital to managing fixed and mobile data, enhancing user experience, containing operating costs, and enabling service providers to generate revenues from their broadband networks. Allot's rich portfolio of solutions leverages dynamic actionable recognition technology (DART) to transform broadband pipes into smart networks that can rapidly and efficiently deploy value added Internet services. For more information, please visit http://www.allot.com.
Safe Harbor Statement
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the company's plans, objectives and expectations for future operations, including without limitation the company’s integration vision and expected revenues and operating expenses in connection with the acquisition described in this press release. These forward-looking statements are based upon management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. These factors include, but are not limited to: the integration of Ortiva Wireless technology, business, and operations with those of the company, increased demand for video optimization solutions in mobile networks, changes in general economic and business conditions and, specifically, a decline in demand for the company’s products; the company’s inability to develop and introduce new technologies, products and applications; loss of market; and other factors are discussed under the heading "Risk Factors" in the company's annual report on Form 20-F filed with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Jay Kalish
Executive Director Investor Relations
International access code +972-54-221-1365
jkalish@allot.com
Marketing Communications
Jonathon Gordon
Director of Marketing
International access code + 972 9 762 8423
International access code + 972 54 223 3589
jgordon@allot.com