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 October 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 October 30, 2012, Allot Communications Ltd. issued a press release announcing the quarterly results for the third quarter of 2012.
A copy of the press release entitled “Allot Communications Reports Non-GAAP 40% Revenue Rise and 50% Net Profit Growth for Third Quarter of 2012” is attached to this Form 6-K as Exhibit 99.1.
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: October 30, 2012
2
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 October 30, 2012
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3
Exhibit 99.1
Allot Communications Reports Non-GAAP 40% Revenue Rise and
50% Net Profit Growth for Third Quarter of 2012
Key highlights:
- Third quarter non-GAAP revenues increased to $28.0 million, a 40% increase over the third quarter of 2011 and 6% increase over the previous quarter
- Third quarter non-GAAP net profit reaches $5.1 million, a 50% increase over the third quarter of 2011; non-GAAP EPS of $0.15
- Cash, cash equivalents and marketable securities totaled $144.1 million after Oversi acquisition closing; positive cash flow from operations in the third quarter
Hod Hasharon, Israel – October 30, 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 during the third quarter of 2012.
On a non-GAAP basis, total revenues for the third quarter of 2012 reached $28.0 million, a 40% increase from the $20.1 million of revenues reported for the third quarter of 2011, and a 6% increase from the $26.4 million of revenues reported for the second quarter of 2012. On a GAAP basis, net profit for the third quarter of 2012 was $2.4 million, or $0.07 per basic and diluted share. This compares with net profit of $2.1 million, or $0.09 per basic share and $0.08 per diluted share, in the third quarter of 2011, and net profit of $2.7 million, or $0.08 per basic and diluted share, in the second quarter of 2012.
On a non-GAAP basis, net profit for the third quarter of 2012 totaled $5.1 million, or $0.16 per basic share and $0.15 per diluted share, compared with non-GAAP net profit of $3.4 million, or $0.14 per basic share and $0.13 per diluted share, for the third quarter of 2011, and non-GAAP net profit $5.0 million, or $0.16 per basic share and $0.15 per diluted share, for the second quarter of 2012. The results also reflect operating expenses resulting from the Oversi acquisition, which closed on September 4, 2012.
Non-GAAP revenues are defined as GAAP revenues adjusted for impact of the fair value adjustment to acquired deferred revenue related to purchase accounting. Management believes the adjustment is useful to investors as a measure of our operating performance following the acquisition.
Non-GAAP net profit is defined as GAAP net profit after including deferred revenues related to the fair value adjustment resulting from purchase accounting and excluding stock based compensation expenses, amortization of acquisition related intangible assets, regulatory matters, acquisition related expenses and compensation expenses related to the acquisitions.
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.
“Our continued growth is being driven by strong market fundamentals, namely the continued dramatic growth in data over mobile and fixed line networks," commented Rami Hadar, Allot Communications' President and Chief Executive Officer. “The Allot Service Gateway offers service providers superior performance along with the broadest range of value-added services available on the market today, and services, particularly our video suite, have been a significant differentiator for our customers. During the quarter we recognized revenue from a new Tier 1 mobile operator, as we predicted earlier in the year.”
Recently, the Company achieved the following significant goals:
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During the quarter, received large orders from 12 service providers, 2 of which represented new customers;
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8 of the large orders came from mobile service providers, 2 of which were new customers;
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·
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Recognized revenue from a new Tier 1 mobile operator during the quarter, one of two 10% customers for the quarter;
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·
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Announced closing the acquisition of Oversi on September 4, which provides Allot with a best-of-breed video caching solution; and
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Announced the receipt of a large order for the new Allot MediaSwift-E caching solution, which incorporates the caching technology from Oversi, from an existing multi-million dollar APAC fixed operator customer.
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As of September 30, 2012, cash, cash equivalents, short term deposits and marketable securities totaled $144.1 million, post-closing the Oversi acquisition, with no debt. The preliminary allocation of the purchase price for Oversi is based upon estimates and assumptions that are subject to change within the purchase price allocation period, which is generally one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to the measurement of certain assets and liabilities.
2
Conference Call & Webcast
The Allot management team will host a conference call to discuss its third quarter 2012 earnings results today at 8:30 AM ET, 2:30 PM Israel time. at 8:30 AM ET, 2:30 PM Israel time.
To access the conference call, please dial one of the following numbers: US: +1212 444 0412, UK: +44(0)20 7136 2055, Israel: +9723763 0146, participant code 1477641.
A replay of the conference call will be available from 12:01 am ET on October 31, 2012 through November 29, 2012 at 11:59 pm UK time. To access the replay, please dial: US: +347 366 9565 or toll free, 1866 932 5017; UK: +44 (0)20 3427 0598 or toll free, 0800 358 7735, access code: 1477641.
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, TASE: ALLT) is a leading global provider of intelligent solutions to optimize and monetize over-the-top Internet traffic in fixed and mobile broadband networks and large enterprises. Allot Service Gateway offers service providers a broad range of value-added services in a single platform, which include analytics, policy control, video optimization, video caching and charging 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, 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.
3
Investor Relations Contact:
Jay Kalish
Executive Director Investor Relations
International access code +972-54-221-1365
jkalish@allot.com
Public Relations Contact:
Maya Lustig
Director of Corporate Communications
Tel: +972-9-7616851
Cell: +972-54-677-8100
mlustig@allot.com
4
TABLE - 1
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
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September 30,
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September 30,
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|||||||||||||||
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2012
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2011
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2012
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2011
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|||||||||||||
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(Unaudited)
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(Unaudited)
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|||||||||||||||
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Revenues
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$ | 27,768 | $ | 20,088 | $ | 78,390 | $ | 55,725 | ||||||||
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Cost of revenues
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8,464 | 5,728 | 23,119 | 15,885 | ||||||||||||
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Gross profit
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19,304 | 14,360 | 55,271 | 39,840 | ||||||||||||
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Operating expenses:
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||||||||||||||||
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Research and development costs, net
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6,069 | 3,467 | 15,411 | 9,531 | ||||||||||||
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Sales and marketing
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8,539 | 6,575 | 24,420 | 19,276 | ||||||||||||
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General and administrative
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2,671 | 2,379 | 8,104 | 5,785 | ||||||||||||
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Total operating expenses
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17,279 | 12,421 | 47,935 | 34,592 | ||||||||||||
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Operating profit
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2,025 | 1,939 | 7,336 | 5,248 | ||||||||||||
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Financial and other income, net
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382 | 149 | 1,030 | 178 | ||||||||||||
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Profit before income tax expenses
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2,407 | 2,088 | 8,366 | 5,426 | ||||||||||||
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Tax expenses
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19 | 13 | 43 | 114 | ||||||||||||
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Net profit
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2,388 | 2,075 | 8,323 | 5,312 | ||||||||||||
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Basic net profit per share
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$ | 0.07 | $ | 0.09 | $ | 0.26 | $ | 0.22 | ||||||||
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Diluted net profit per share
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$ | 0.07 | $ | 0.08 | $ | 0.25 | $ | 0.20 | ||||||||
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Weighted average number of shares
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||||||||||||||||
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used in computing basic net
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||||||||||||||||
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earnings per share
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32,260,061 | 24,296,038 | 31,787,646 | 24,159,643 | ||||||||||||
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Weighted average number of shares
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||||||||||||||||
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used in computing diluted net
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earnings per share
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33,471,098 | 26,184,244 | 33,086,932 | 26,072,423 | ||||||||||||
5
TABLE - 2
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
RECONCILATION OF GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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|||||||||||||||
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2012
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2011
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2012
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2011
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|||||||||||||
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(Unaudited)
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(Unaudited)
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|||||||||||||||
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GAAP net profit as reported
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$ | 2,388 | $ | 2,075 | $ | 8,323 | $ | 5,312 | ||||||||
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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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57 | 19 | 154 | 69 | ||||||||||||
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Research and development costs, net
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329 | 99 | 757 | 287 | ||||||||||||
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Sales and marketing
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588 | 223 | 1,351 | 682 | ||||||||||||
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General and administrative
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342 | 165 | 796 | 532 | ||||||||||||
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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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354 | 798 | 2,065 | 1,336 | ||||||||||||
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Research and development costs, net
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93 | - | 343 | - | ||||||||||||
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Sales and marketing
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55 | - | 148 | - | ||||||||||||
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Intangible assets amortization
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- | - | ||||||||||||||
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Cost of revenues
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641 | 30 | 934 | 90 | ||||||||||||
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S&M
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17 | - | 17 | - | ||||||||||||
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Fair value adjustment for acquired deferred revenues write down
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258 | - | 258 | - | ||||||||||||
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Total adjustments to operating profit
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2,734 | 1,334 | 6,823 | 2,996 | ||||||||||||
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Total adjustments
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2,734 | 1,334 | 6,823 | 2,996 | ||||||||||||
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Non-GAAP net profit
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$ | 5,122 | $ | 3,409 | $ | 15,146 | $ | 8,308 | ||||||||
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Non- GAAP basic net profit per share
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$ | 0.16 | $ | 0.14 | $ | 0.48 | $ | 0.34 | ||||||||
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Non- GAAP diluted net profit per share
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$ | 0.15 | $ | 0.13 | $ | 0.45 | $ | 0.32 | ||||||||
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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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32,260,061 | 24,296,038 | 31,787,646 | 24,159,643 | ||||||||||||
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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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33,848,560 | 26,287,478 | 33,347,232 | 26,172,819 | ||||||||||||
(*) Mostly legal, finance and compensation expenses related to the acquisition
6
TABLE - 3
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS on a NON-GAAP BASIS
(U.S. dollars in thousands, except share and per share data)
|
Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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|||||||||||||||
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2012
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2011
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2012
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2011
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|||||||||||||
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(Unaudited)
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(Unaudited)
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|||||||||||||||
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Revenues
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$ | 28,026 | $ | 20,088 | $ | 78,648 | $ | 55,725 | ||||||||
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Cost of revenues
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7,766 | 5,679 | 22,031 | 15,726 | ||||||||||||
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Gross profit
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20,260 | 14,409 | 56,617 | 39,999 | ||||||||||||
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Operating expenses:
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Research and development costs, net
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5,647 | 3,368 | 14,311 | 9,244 | ||||||||||||
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Sales and marketing
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7,879 | 6,352 | 22,904 | 18,594 | ||||||||||||
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General and administrative
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1,975 | 1,416 | 5,243 | 3,917 | ||||||||||||
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Total operating expenses
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15,501 | 11,136 | 42,458 | 31,755 | ||||||||||||
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Operating profit
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4,759 | 3,273 | 14,159 | 8,244 | ||||||||||||
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Financial and other income, net
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382 | 149 | 1,030 | 178 | ||||||||||||
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Profit before income tax expenses
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5,141 | 3,422 | 15,189 | 8,422 | ||||||||||||
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Tax expenses
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19 | 13 | 43 | 114 | ||||||||||||
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Net profit
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5,122 | 3,409 | 15,146 | 8,308 | ||||||||||||
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Basic net profit per share
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$ | 0.16 | $ | 0.14 | $ | 0.48 | $ | 0.34 | ||||||||
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Diluted net profit per share
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$ | 0.15 | $ | 0.13 | $ | 0.45 | $ | 0.32 | ||||||||
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Weighted average number of shares
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||||||||||||||||
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used in computing basic net
|
||||||||||||||||
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earnings per share
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32,260,061 | 24,296,038 | 31,787,646 | 24,159,643 | ||||||||||||
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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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33,848,560 | 26,287,478 | 33,347,232 | 26,172,819 | ||||||||||||
7
TABLE - 4
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
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Septemeber 30,
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December 31,
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|||||||
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2012
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2011
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|||||||
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(Uaudited)
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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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$ | 25,668 | $ | 116,682 | ||||
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Short term deposits
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94,000 | 24,000 | ||||||
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Marketable securities and restricted cash
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24,427 | 18,718 | ||||||
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Trade receivables, net
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21,739 | 11,926 | ||||||
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Other receivables and prepaid expenses
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4,946 | 5,950 | ||||||
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Inventories
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11,059 | 10,501 | ||||||
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Total current assets
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181,839 | 187,777 | ||||||
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LONG-TERM ASSETS:
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Severance pay fund
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182 | 178 | ||||||
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Other assets and deferred taxes
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320 | 356 | ||||||
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Total long-term assets
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502 | 534 | ||||||
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PROPERTY AND EQUIPMENT, NET
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6,799 | 5,352 | ||||||
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GOODWILL AND INTANGIBLE ASSETS, NET
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34,541 | 3,395 | ||||||
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Total assets
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$ | 223,681 | $ | 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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$ | 7,603 | $ | 2,684 | ||||
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Deferred revenues
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15,936 | 16,694 | ||||||
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Other payables and accrued expenses
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15,326 | 9,462 | ||||||
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Total current liabilities
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38,865 | 28,840 | ||||||
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LONG-TERM LIABILITIES:
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Deferred revenues
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4,632 | 5,430 | ||||||
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Accrued severance pay
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229 | 219 | ||||||
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Total long-term liabilities
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4,861 | 5,649 | ||||||
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SHAREHOLDERS' EQUITY
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179,955 | 162,569 | ||||||
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Total liabilities and shareholders' equity
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$ | 223,681 | $ | 197,058 | ||||
8
TABLE - 5
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
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Three Months Ended
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Nine Months Ended
|
|||||||||||||||
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September 30,
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September 30,
|
|||||||||||||||
|
2012
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2011
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2012
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2011
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|||||||||||||
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(Unaudited)
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(Unaudited)
|
|||||||||||||||
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Cash flows from operating activities:
|
||||||||||||||||
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Net income
|
$ | 2,388 | $ | 2,075 | $ | 8,323 | $ | 5,312 | ||||||||
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation
|
890 | 712 | 2,253 | 2,048 | ||||||||||||
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Stock-based compensation related to options granted to employees and non-employees
|
1,316 | 506 | 3,058 | 1,570 | ||||||||||||
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Amortization of intangible assets
|
658 | 30 | 951 | 91 | ||||||||||||
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Capital loss
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10 | - | 14 | 9 | ||||||||||||
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Decrease (Increase) in accrued severance pay, net
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(1 | ) | (1 | ) | 6 | 5 | ||||||||||
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Decrease in other assets
|
55 | 95 | 56 | 94 | ||||||||||||
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Decease in accrued interest and amortization of premium on marketable securities
|
96 | 19 | 144 | 66 | ||||||||||||
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Increase in trade receivables
|
(4,143 | ) | (1,657 | ) | (9,642 | ) | (2,060 | ) | ||||||||
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Decrease (Increase) in other receivables and prepaid expenses
|
(65 | ) | 2,129 | 1,561 | 795 | |||||||||||
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Decrease in inventories
|
1,816 | 676 | 2,137 | 1,782 | ||||||||||||
|
Increase (Decrease) in trade payables
|
(1,125 | ) | 1,735 | 1,367 | (1,310 | ) | ||||||||||
|
Increase (Decrease) in employees and payroll accruals
|
1,789 | 95 | 2,167 | (514 | ) | |||||||||||
|
Decrease in deferred revenues
|
(2,659 | ) | (1,383 | ) | (4,295 | ) | (319 | ) | ||||||||
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Increase (Decrease) in other payables and accrued expenses
|
(875 | ) | (1,649 | ) | 1,242 | (329 | ) | |||||||||
|
Net cash provided by operating activities
|
150 | 3,382 | 9,342 | 7,240 | ||||||||||||
|
Cash flows from investing activities:
|
||||||||||||||||
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Increase in restricted deposit
|
(147 | ) | - | (126 | ) | (487 | ) | |||||||||
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Investment in short-term deposit
|
(23,000 | ) | (18,000 | ) | (70,000 | ) | (18,000 | ) | ||||||||
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Purchase of property and equipment
|
(1,528 | ) | (740 | ) | (2,997 | ) | (2,039 | ) | ||||||||
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Proceeds from sale of property and equipment
|
- | - | - | 30 | ||||||||||||
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Investment in marketable securities
|
(6,443 | ) | (2,317 | ) | (7,694 | ) | (4,231 | ) | ||||||||
|
Proceeds from redemption or sale of marketable securities
|
800 | 803 | 2,000 | 2,403 | ||||||||||||
|
Investment in Subsidiary
|
(13,493 | ) | - | (23,892 | ) | - | ||||||||||
|
Loan to purchased Subsidiary
|
- | - | (1,000 | ) | - | |||||||||||
|
Net cash used in investing activities
|
(43,811 | ) | (20,254 | ) | (103,709 | ) | (22,324 | ) | ||||||||
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Cash flows from financing activities:
|
||||||||||||||||
|
Exercise of warrants and employee stock options
|
1,198 | 550 | 5,305 | 2,020 | ||||||||||||
|
Redemption of bank loan
|
(1,952 | ) | - | (1,952 | ) | - | ||||||||||
|
Net cash provided by (used in) financing activities
|
(754 | ) | 550 | 3,353 | 2,020 | |||||||||||
|
Increase in cash and cash equivalents
|
(44,415 | ) | (16,322 | ) | (91,014 | ) | (13,064 | ) | ||||||||
|
Cash and cash equivalents at the beginning of the period
|
70,083 | 46,116 | 116,682 | 42,858 | ||||||||||||
|
Cash and cash equivalents at the end of the period
|
$ | 25,668 | $ | 29,794 | $ | 25,668 | $ | 29,794 | ||||||||
9