UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
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
Allot Communications Ltd. (the “Company”) is submitting this amended Report on Form 6-K (this “Form 6-K/A”) to amend the Report on Form 6-K submitted to the Securities and Exchange Commission on May 1, 2012 containing press releases announcing the quarterly results for the quarter ended March 31, 2012 and signing of a definitive agreement to acquire Ortiva Wireless, Inc. (the “Original Submission”). The Company is submitting this Form 6-K/A solely to furnish the financial statements for the quarter ended March 31, 2012, as previously provided with its press release dated May 1, 2012, which were inadvertently omitted in the Original Submission. The financial statements are attached to this Form 6-K/A as Exhibit 99.1. The remainder of the information contained in the Original Submission is unchanged.
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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/s/ Donna Rahav
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Donna Rahav
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Deputy General Counsel
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Date: May 21, 2012
2
EXHIBIT INDEX
The following exhibit has been filed as part of this Form 6-K/A:
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Exhibit
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Description
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99.1
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Consolidated Financial Statements of Allot Communications Ltd. and its subsidiaries as of March 31, 2012
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3
Exhibit 99.1
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TABLE - 1
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ALLOT COMMUNICATIONS LTD.
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AND ITS SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS
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(U.S. dollars in thousands, except share and per share data)
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Three Months Ended
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March 31,
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2012
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2011
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(Unaudited)
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Revenues
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$ | 24,217 | $ | 17,183 | ||||
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Cost of revenues
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6,901 | 4,852 | ||||||
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Gross profit
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17,316 | 12,331 | ||||||
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Operating expenses:
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Research and development costs, net
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4,010 | 2,971 | ||||||
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Sales and marketing
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7,755 | 6,314 | ||||||
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General and administrative
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2,774 | 1,427 | ||||||
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Total operating expenses
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14,539 | 10,712 | ||||||
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Operating profit
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2,777 | 1,619 | ||||||
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Financial and other income, net
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462 | 92 | ||||||
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Profit before income tax expenses
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3,239 | 1,711 | ||||||
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Tax expenses
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3 | 85 | ||||||
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Net profit
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3,236 | 1,626 | ||||||
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Basic net profit per share
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$ | 0.10 | $ | 0.07 | ||||
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Diluted net profit per share
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$ | 0.10 | $ | 0.06 | ||||
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Weighted average number of shares
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used in computing basic net
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earnings per share
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31,218,667 | 23,980,623 | ||||||
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Weighted average number of shares
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used in computing diluted net
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earnings per share
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32,923,903 | 25,898,321 | ||||||
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TABLE - 2
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ALLOT COMMUNICATIONS LTD.
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AND ITS SUBSIDIARIES
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RECONCILATION OF GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
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(U.S. dollars in thousands, except per share data)
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Three Months Ended
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March 31,
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2012
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2011
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(Unaudited)
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GAAP net profit as reported
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$ | 3,236 | $ | 1,626 | ||||
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Non-GAAP adjustments
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Expenses recorded for stock-based compensation
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Cost of revenues
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44 | 23 | ||||||
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Research and development costs, net
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188 | 92 | ||||||
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Sales and marketing
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318 | 221 | ||||||
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General and administrative
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166 | 181 | ||||||
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Expenses related to M&A activities and compliance with regulatory matters
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General and administrative
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1,045 | - | ||||||
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Core technology amortization- cost of revenues
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31 | 30 | ||||||
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Total adjustments to operating loss
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1,792 | 547 | ||||||
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Financial and other expenses, net
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Total adjustments
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1,792 | 547 | ||||||
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Non-GAAP net profit
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$ | 5,028 | $ | 2,173 | ||||
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Non- GAAP basic net profit per share
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$ | 0.16 | $ | 0.09 | ||||
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Non- GAAP diluted net profit per share
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$ | 0.15 | $ | 0.08 | ||||
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Weighted average number of shares
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used in computing basic net
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earnings per share
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31,218,667 | 23,980,623 | ||||||
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Weighted average number of shares
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used in computing diluted net
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earnings per share
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33,078,735 | 26,035,245 | ||||||
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TABLE - 3
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ALLOT COMMUNICATIONS LTD.
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AND ITS SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS on a NON-GAAP BASIS
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(U.S. dollars in thousands, except share and per share data)
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Three Months Ended
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March 31,
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2012
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2011
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(Unaudited)
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Revenues
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$ | 24,217 | $ | 17,183 | ||||
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Cost of revenues
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6,826 | 4,799 | ||||||
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Gross profit
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17,391 | 12,384 | ||||||
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Operating expenses:
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Research and development costs, net
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3,822 | 2,879 | ||||||
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Sales and marketing
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7,437 | 6,093 | ||||||
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General and administrative
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1,563 | 1,246 | ||||||
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Total operating expenses
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12,822 | 10,218 | ||||||
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Operating profit
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4,569 | 2,166 | ||||||
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Financial and other income, net
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462 | 92 | ||||||
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Profit before income tax expenses
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5,031 | 2,258 | ||||||
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Tax expenses
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3 | 85 | ||||||
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Net profit
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5,028 | 2,173 | ||||||
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Basic net profit per share
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$ | 0.16 | $ | 0.09 | ||||
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Diluted net profit per share
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$ | 0.15 | $ | 0.08 | ||||
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Weighted average number of shares
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used in computing basic net
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earnings per share
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31,218,667 | 23,980,623 | ||||||
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Weighted average number of shares
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used in computing diluted net
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earnings per share
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33,078,735 | 26,035,245 | ||||||
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TABLE - 4
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ALLOT COMMUNICATIONS LTD.
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AND ITS SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
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(U.S. dollars in thousands)
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March 31,
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December 31,
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2012
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2011
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(Audited)
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(Audited)
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$ | 140,902 | $ | 116,682 | ||||
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Short term deposits
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6,000 | 24,000 | ||||||
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Marketable securities and restricted cash
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18,535 | 18,718 | ||||||
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Trade receivables, net
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16,313 | 11,926 | ||||||
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Other receivables and prepaid expenses
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5,839 | 5,950 | ||||||
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Inventories
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10,652 | 10,501 | ||||||
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Total current assets
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198,241 | 187,777 | ||||||
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LONG-TERM ASSETS:
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Severance pay fund
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184 | 178 | ||||||
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Other assets
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357 | 356 | ||||||
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Total long-term assets
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541 | 534 | ||||||
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PROPERTY AND EQUIPMENT, NET
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5,406 | 5,352 | ||||||
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GOODWILL AND INTANGIBLE ASSETS, NET
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3,364 | 3,395 | ||||||
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Total assets
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$ | 207,552 | $ | 197,058 | ||||
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES:
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Trade payables
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$ | 5,939 | $ | 2,684 | ||||
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Deferred revenues
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18,590 | 16,694 | ||||||
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Other payables and accrued expenses
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8,432 | 9,462 | ||||||
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Total current liabilities
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32,961 | 28,840 | ||||||
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LONG-TERM LIABILITIES:
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Deferred revenues
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4,745 | 5,430 | ||||||
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Accrued severance pay
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219 | 219 | ||||||
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Total long-term liabilities
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4,964 | 5,649 | ||||||
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SHAREHOLDERS' EQUITY
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169,627 | 162,569 | ||||||
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Total liabilities and shareholders' equity
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$ | 207,552 | $ | 197,058 | ||||
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TABLE - 5
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ALLOT COMMUNICATIONS LTD.
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AND ITS SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(U.S. dollars in thousands)
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Three Months Ended
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March 31,
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2012
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2011
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(Unaudited)
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Cash flows from operating activities:
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Net income
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$ | 3,236 | $ | 1,626 | ||||
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation
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645 | 661 | ||||||
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Stock-based compensation related to options granted to employees and non-employees
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716 | 517 | ||||||
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Amortization of intangible assets
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31 | 30 | ||||||
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Capital loss (gain)
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4 | (4 | ) | |||||
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Decrease (Increase) in accrued severance pay, net
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(6 | ) | 3 | |||||
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Increase in other assets
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(1 | ) | (3 | ) | ||||
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Decease (Increase) in accrued interest and amortization of premium on marketable securities
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37 | (1 | ) | |||||
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Increase in trade receivables
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(4,387 | ) | (2,768 | ) | ||||
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Decrease (Increase) in other receivables and prepaid expenses
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224 | (94 | ) | |||||
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Increase in inventories
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(151 | ) | (814 | ) | ||||
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Increase in trade payables
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3,255 | 27 | ||||||
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Increase (Decrease) in employees and payroll accruals
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265 | (592 | ) | |||||
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Increase in deferred revenues
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1,211 | 1,459 | ||||||
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Increase (Decrease) in other payables and accrued expenses
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(677 | ) | 918 | |||||
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Net cash provided by operating activities
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4,402 | 965 | ||||||
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Cash flows from investing activities:
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Increase in restricted deposit
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(44 | ) | (486 | ) | ||||
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Redemption of short-term deposits
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18,000 | - | ||||||
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Purchase of property and equipment
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(703 | ) | (710 | ) | ||||
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Proceeds from sale of property and equipment
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- | 30 | ||||||
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Investment in marketable securities
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(251 | ) | (853 | ) | ||||
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Proceeds from redemption or sale of marketable securities
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450 | 800 | ||||||
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Net cash provided by (used in) investing activities
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17,452 | (1,219 | ) | |||||
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Cash flows from financing activities:
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Proceeds from exercise of options
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2,366 | 1,253 | ||||||
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Net cash provided by financing activities
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2,366 | 1,253 | ||||||
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Increase in cash and cash equivalents
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24,220 | 999 | ||||||
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Cash and cash equivalents at the beginning of the year
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116,682 | 42,858 | ||||||
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Cash and cash equivalents at the end of the year
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$ | 140,902 | $ | 43,857 | ||||