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 February 2013
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 February 5, 2013, Allot Communications Ltd. issued a press release announcing the quarterly results for the fourth quarter of 2012.
A copy of the press release entitled “Allot Communications Reports Non-GAAP Revenues of $28.5 Million for Fourth Quarter of 2012 and $107.1 Million for the Year” 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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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 February 5, 2013
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3
Exhibit 99.1
Allot Communications Reports Non-GAAP Revenues
of $28.5 Million for Fourth Quarter of 2012
and $107.1 Million for the Year
-- GAAP revenues were $26.4 million for the fourth quarter, $104.8 million for
the year 2012--
Key highlights:
- Fourth quarter non-GAAP revenues increased 29% increase over the fourth quarter of 2011, GAAP revenues increased 20% over same period
- Fourth quarter non-GAAP net income of $4.6 million, EPS of $0.14; on a GAAP basis, including one time charge of early repayment of grants to the Israeli Office of the Chief Scientist (OCS) of $15.9 million, GAAP loss of $15.1 million, loss per share of $0.46
- Cash, cash equivalents and marketable securities totaled $143.1 million
Hod Hasharon, Israel – February 5, 2013 – Allot Communications Ltd. (NASDAQ: ALLT), a leading supplier of service optimization and revenue generation solutions for fixed and mobile broadband service providers worldwide, today announced its fourth quarter and year end 2012 results, with a significant increase in annual revenues.
On a non-GAAP basis, excluding the impact of share-based compensation, settlement of repayment of grants to the OCS, revenue adjustment due to acquisitions, expenses related to M&A activity, deferred tax assets and amortization of certain intangibles, revenues for the fourth quarter of 2012 reached $28.5 million, and non-GAAP net profit for the fourth quarter of 2012 totaled $4.6 million, or $0.14 per basic and diluted share, compared with non-GAAP net profit of $4.2 million, or $0.15 per basic share and $0.14 per diluted share, for the fourth quarter of 2011, and non-GAAP net profit of $5.1 million or $0.16 per basic share and $0.15 per diluted share, for the third quarter of 2012. For the full year 2012, excluding the impact of the factors mentioned above, non-GAAP revenue reached $107.1 million, compared with $77.8 million for the full year 2011, and net profit for the year reached $19.8 million, or $0.62 per basic share and $0.59 per diluted share, compared with non-GAAP net profit of $12.5 million, or $0.50 per basic share and $0.46 per diluted share, for the full year 2011.
The discrepancy between GAAP and non-GAAP revenues is related to the acquisitions made by the Company during the year, and represents revenues adjusted for impact of the fair value adjustment to acquired deferred revenue related to purchase accounting.
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 Table 2. 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.
Total GAAP revenues for the fourth quarter of 2012 reached $26.4 million, a 20% increase from the $22.0 million of revenues reported for the fourth quarter of 2011, and a decline from the $27.8 million of revenues reported for the third quarter of 2012. On a GAAP basis, net loss for the fourth quarter of 2012 was $15.1 million, or $0.46 per basic and diluted share. This compares with net profit of $3.5 million, or $0.13 per basic share and $0.12 per diluted share, in the fourth quarter of 2011, and net profit of $2.4 million, or $0.07 per basic share and diluted share, in the third quarter of 2012. For the full year 2012, GAAP revenues reached $104.8 million, representing a 35% increase over the $77.8 million of revenues in 2011. On a GAAP basis, net loss for the year 2012 was $6.7 million, or $0.21 per basic and diluted share, as compared with net profit of $8.8 million, or $0.35 per basic share and $0.33 per diluted share, in 2011.
During December 2012, the Company recorded a liability for the early payment of $15.9 million due to settlement with the Israeli Office of Chief Scientist (OCS), representing the full balance of the contingent liability related to grants received, which will be paid during the first quarter of 2013. Upon making this payment, the Company will eliminate all future royalty obligations related to its anticipated revenues and save the associated future interest payments related to such obligations, as well as entitle it to apply to a grant program with the OCS with no repayment obligations. These expenses are included in the cost of goods sold reported for the quarter.
“Allot demonstrated significant revenue growth in 2012 despite a challenging macroeconomic environment, particularly in Europe," commented Rami Hadar, Allot Communications' President and Chief Executive Officer. “With the completion of two acquisitions during the year, we now offer a comprehensive video solution to empower our customers to optimize and monetize on Over the Top (“OTT”) delivery of video based content and applications. We also delivered on our promise to complete initial commercial deployments with two nationwide mobile operators in the US, in addition to our significant and growing customer base throughout the world. As we enter 2013, we believe that we have a significant funnel of worldwide opportunities and that growth in broadband traffic, applications and devices will drive the need for our products.”
Recently, the Company achieved the following significant goals:
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During the quarter, received large orders from 14 service providers, 3 of which represented new customers;
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2
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9 of the large orders came from mobile service providers, 2 of which were new customers;
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announced the completion of a deployment project at several affiliates of Millicom International Cellular S.A (Tigo), a global telecommunication group with operations in Latin America and Africa; and
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was named by Strategy Analytics as market leader amongst DPI pure-play vendors.
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As of December 31, 2012, cash, cash equivalents, short term deposits and marketable securities totaled $143.1 million, with no debt.
Conference Call & Webcast
The Allot management team will host a conference call to discuss its fourth quarter and year end 2012 earnings results today at 8:30 AM ET, 3:30 PM Israel time.
To access the conference call, please dial one of the following numbers: US: +1 212 444 0412, UK: +44 (0)20 7136 2056, Israel: +972 3763 0147, participant code 1001413.
A replay of the conference call will be available from 12:01 am ET on February 6, 2013 through March 7, 2013 at 17:30 pm ET. To access the replay, please dial: US: +1 347 366 9565, UK: +44 (0)20 3427 0598, access code: 1001413.
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. 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, 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
3
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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Year Ended
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December 31,
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December 31,
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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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(Unaudited)
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(Audited)
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Revenues
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$ | 26,362 | $ | 22,028 | $ | 104,752 | $ | 77,753 | ||||||||
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Cost of revenues
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7,918 | 6,290 | 31,037 | 22,175 | ||||||||||||
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Expense related to settlement of OCS grants
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15,886 | - | 15,886 | - | ||||||||||||
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Gross profit
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2,558 | 15,738 | 57,829 | 55,578 | ||||||||||||
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Operating expenses:
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Research and development costs, net
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6,648 | 3,692 | 22,060 | 13,222 | ||||||||||||
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Sales and marketing
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9,707 | 7,268 | 34,127 | 26,543 | ||||||||||||
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General and administrative
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2,560 | 1,689 | 10,664 | 7,474 | ||||||||||||
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Total operating expenses
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18,915 | 12,649 | 66,851 | 47,239 | ||||||||||||
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Operating profit (loss)
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(16,357 | ) | 3,089 | (9,022 | ) | 8,339 | ||||||||||
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Financial and other income, net
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327 | 238 | 1,358 | 415 | ||||||||||||
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Profit (loss) before income tax benefit
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(16,030 | ) | 3,327 | (7,664 | ) | 8,754 | ||||||||||
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Tax benefit
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(969 | ) | (170 | ) | (926 | ) | (55 | ) | ||||||||
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Net profit (loss)
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(15,061 | ) | 3,497 | (6,738 | ) | 8,809 | ||||||||||
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Basic net profit (loss) per share
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$ | (0.46 | ) | $ | 0.13 | $ | (0.21 | ) | $ | 0.35 | ||||||
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Diluted net profit (loss) per share
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$ | (0.46 | ) | $ | 0.12 | $ | (0.21 | ) | $ | 0.33 | ||||||
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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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32,471,655 | 27,709,271 | 31,959,921 | 25,047,771 | ||||||||||||
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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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32,471,655 | 29,556,655 | 31,959,921 | 27,071,872 | ||||||||||||
4
TABLE - 2
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
RECONCILATION OF GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except per share data)
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Three Months Ended
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Year Ended
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December 31,
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December 31,
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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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(Unaudited)
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(Audited)
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GAAP net profit (loss) as reported
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$ | (15,061 | ) | $ | 3,497 | $ | (6,738 | ) | $ | 8,809 | ||||||
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Non-GAAP adjustments:
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Fair value adjustment for acquired deferred revenues write down ( Revenues)
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2,109 | - | 2,367 | - | ||||||||||||
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Expense related to settlement of OCS grants (Cost of revenues)
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15,886 | 15,886 | ||||||||||||||
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Expenses recorded for stock-based compensation
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Cost of revenues
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68 | 35 | 222 | 103 | ||||||||||||
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Research and development costs, net
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429 | 155 | 1,185 | 442 | ||||||||||||
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Sales and marketing
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709 | 317 | 2,060 | 1,001 | ||||||||||||
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General and administrative
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553 | 179 | 1,349 | 710 | ||||||||||||
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Expenses related to M&A activities and compliance with regulatory matters (*)
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General and administrative (G&A)
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(73 | ) | - | 1,992 | 1,336 | |||||||||||
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Research and development costs, net
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92 | - | 435 | - | ||||||||||||
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Sales and marketing
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62 | - | 210 | - | ||||||||||||
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Adjustment of contingent earnout (G&A)
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(261 | ) | (261 | ) | ||||||||||||
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Intangible assets amortization :
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- | - | ||||||||||||||
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Cost of revenues
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969 | 30 | 1,903 | 121 | ||||||||||||
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S&M
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26 | - | 43 | - | ||||||||||||
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Tax benefit (in respect of net deferred tax asset recorded)
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(877 | ) | - | (877 | ) | - | ||||||||||
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Total adjustments
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19,692 | 716 | 26,514 | 3,713 | ||||||||||||
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Non-GAAP net profit
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$ | 4,631 | $ | 4,213 | $ | 19,776 | $ | 12,522 | ||||||||
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Non- GAAP basic net profit per share
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$ | 0.14 | $ | 0.15 | $ | 0.62 | $ | 0.50 | ||||||||
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Non- GAAP diluted net profit per share
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$ | 0.14 | $ | 0.14 | $ | 0.59 | $ | 0.46 | ||||||||
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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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32,471,655 | 27,709,271 | 31,959,921 | 25,047,771 | ||||||||||||
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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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33,840,004 | 29,668,381 | 33,641,115 | 27,183,472 | ||||||||||||
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(*) Mostly legal, finance and compensation expenses related to the acquisition
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5
TABLE - 3
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
RECONCILATION OF GAAP TO NON-GAAP CONSOLIDATED REVENUES
(U.S. dollars in thousands, except share and per share data)
|
Three Months Ended
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Year Ended
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December 31,
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December 31,
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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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(Audited)
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|||||||||||||||
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GAAP Revenues
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$ | 26,362 | $ | 22,028 | $ | 104,752 | $ | 77,753 | ||||||||
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Fair value adjustment for acquired deferred revenues write down
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$ | 2,109 | - | $ | 2,367 | - | ||||||||||
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Non-GAAP Revenues
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$ | 28,471 | $ | 22,028 | $ | 107,119 | $ | 77,753 | ||||||||
6
TABLE - 4
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
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December 31,
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December 31,
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|||||||
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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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$ | 50,026 | $ | 116,682 | ||||
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Short term deposits
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78,042 | 24,000 | ||||||
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Marketable securities and restricted cash
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14,988 | 18,718 | ||||||
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Trade receivables, net
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20,236 | 11,926 | ||||||
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Other receivables and prepaid expenses
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6,815 | 5,950 | ||||||
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Inventories
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9,963 | 10,501 | ||||||
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Total current assets
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180,070 | 187,777 | ||||||
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LONG-TERM ASSETS:
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Severance pay fund
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213 | 178 | ||||||
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Deferred Taxes
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1,525 | 210 | ||||||
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Other assets
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239 | 146 | ||||||
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Total long-term assets
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1,977 | 534 | ||||||
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PROPERTY AND EQUIPMENT, NET
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6,609 | 5,352 | ||||||
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GOODWILL AND INTANGIBLE ASSETS, NET
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33,136 | 3,395 | ||||||
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Total assets
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$ | 221,792 | $ | 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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$ | 4,809 | $ | 2,684 | ||||
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Deferred revenues
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13,829 | 16,694 | ||||||
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Other payables and accrued expenses
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13,947 | 9,462 | ||||||
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Liability related to settlement of OCS grants
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15,886 | - | ||||||
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Total current liabilities
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48,471 | 28,840 | ||||||
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LONG-TERM LIABILITIES:
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Deferred revenues
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3,945 | 5,430 | ||||||
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Accrued severance pay
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254 | 219 | ||||||
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Total long-term liabilities
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4,199 | 5,649 | ||||||
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SHAREHOLDERS' EQUITY
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169,122 | 162,569 | ||||||
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Total liabilities and shareholders' equity
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$ | 221,792 | $ | 197,058 | ||||
7
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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Year Ended
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December 31,
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December 31,
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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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(Unaudited)
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(Audited)
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Cash flows from operating activities:
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Net income (Loss)
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$ | (15,061 | ) | $ | 3,497 | $ | (6,738 | ) | $ | 8,809 | ||||||
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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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1,007 | 706 | 3,120 | 2,754 | ||||||||||||
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Stock-based compensation related to options granted to employees
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1,759 | 686 | 4,817 | 2,256 | ||||||||||||
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Amortization of intangible assets
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996 | 30 | 1,947 | 121 | ||||||||||||
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Capital loss
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6 | 1 | 20 | 10 | ||||||||||||
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Decrease (Increase) in accrued severance pay, net
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(6 | ) | 7 | - | 12 | |||||||||||
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Decrease (Increase) in other assets
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(50 | ) | 4 | 6 | 98 | |||||||||||
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Decease in accrued interest and amortization of premium on marketable securities
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68 | 85 | 212 | 151 | ||||||||||||
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Increase (Decrease) in trade receivables
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1,503 | 873 | (8,139 | ) | (1,187 | ) | ||||||||||
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Decrease (Increase) in other receivables and prepaid expenses
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(393 | ) | (1,876 | ) | 1,134 | (1,083 | ) | |||||||||
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Decrease (Increase) in inventories
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1,096 | (1,453 | ) | 3,233 | 329 | |||||||||||
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Increase in long-term deferred taxes, net
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(906 | ) | (114 | ) | (906 | ) | (114 | ) | ||||||||
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Decrease in trade payables
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(2,794 | ) | (1,146 | ) | (1,287 | ) | (2,456 | ) | ||||||||
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Increase (Decrease) in employees and payroll accruals
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225 | (233 | ) | 2,392 | (748 | ) | ||||||||||
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Increase (Decrease) in deferred revenues
|
(2,794 | ) | 7,742 | (7,089 | ) | 7,423 | ||||||||||
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Increase (Decrease) in other payables and accrued expenses
|
(1,157 | ) | (851 | ) | 84 | (1,178 | ) | |||||||||
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Increase in Liability related to settlement of OCS grants
|
15,886 | - | 15,886 | - | ||||||||||||
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Net cash provided by (used in) operating activities
|
(615 | ) | 7,958 | 8,692 | 15,197 | |||||||||||
|
Cash flows from investing activities:
|
||||||||||||||||
|
Increase in restricted deposit
|
1,039 | 409 | 913 | (78 | ) | |||||||||||
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Redemption of short-term deposits
|
- | (6,000 | ) | (54,042 | ) | (24,000 | ) | |||||||||
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Investment in short-term deposit
|
15,958 | - | - | - | ||||||||||||
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Purchase of property and equipment
|
(823 | ) | (915 | ) | (3,820 | ) | (2,953 | ) | ||||||||
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Proceeds from sale of property and equipment
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- | - | - | 30 | ||||||||||||
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Investment in marketable securities
|
(500 | ) | (504 | ) | (8,194 | ) | (4,735 | ) | ||||||||
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Proceeds from redemption or sale of marketable securities
|
8,736 | 200 | 10,736 | 2,603 | ||||||||||||
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Acquisitions
|
- | - | (23,892 | ) | - | |||||||||||
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Loan to purchased Subsidiary
|
- | - | (1,000 | ) | - | |||||||||||
|
Net cash provided by (used in) investing activities
|
24,410 | (6,810 | ) | (79,299 | ) | (29,133 | ) | |||||||||
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Cash flows from financing activities:
|
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Issuance of share capital related to secondary offering
|
- | 84,922 | - | 84,922 | ||||||||||||
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Exercise of employee stock options
|
563 | 818 | 5,903 | 2,838 | ||||||||||||
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Redemption of bank loan
|
- | - | (1,952 | ) | - | |||||||||||
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Net cash provided by financing activities
|
563 | 85,740 | 3,951 | 87,760 | ||||||||||||
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Increase in cash and cash equivalents
|
24,358 | 86,888 | (66,656 | ) | 73,824 | |||||||||||
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Cash and cash equivalents at the beginning of the year
|
25,668 | 29,794 | 116,682 | 42,858 | ||||||||||||
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Cash and cash equivalents at the end of the year
|
$ | 50,026 | $ | 116,682 | $ | 50,026 | $ | 116,682 | ||||||||
8