SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 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 November 2006
RADVISION LTD.
(Name of Registrant)
24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
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 [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82- __________
This Form 6-K is being incorporated by reference into the Registrant's Form S-8
Registration Statements File Nos. 333-45422, 333-53814, 333-55130, 333-66250,
333-82488, 333-104377 and 333-116964.
RADVISION Ltd.
6-K Items
1. RADVISION Ltd. Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of
Operations for the Three and Nine Month Periods ended September 30,
2006.
ITEM 1
RADVISION LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006
U.S. DOLLARS IN THOUSANDS
UNAUDITED
INDEX
Page
----
Consolidated Balance Sheets 2
Consolidated Statements of Income 3
Consolidated Statements of Cash Flows 4 - 5
Notes to Interim Consolidated Financial Statements 6 - 12
- - - - - - - - - - - - - - -
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
September 30, December 31,
2006 2005
------------- -------------
Unaudited Audited
------------- -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 19,879 $ 32,927
Short-term bank deposits 35,859 17,503
Short-term marketable securities 35,285 46,015
Trade receivables (net of allowance for doubtful accounts
of $ 731 and $ 734 at September 30, 2006 and December
31, 2005, respectively) 15,656 12,257
Other accounts receivable and prepaid expenses 2,995 4,318
Inventories 3,110 2,593
--------- ---------
Total current assets 112,784 115,613
----- --------- ---------
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term bank deposits 14,349 11,395
Long-term marketable securities 30,340 17,111
Severance pay fund 3,427 2,931
--------- ---------
Total long-term investments and receivables 48,116 31,437
----- --------- ---------
PROPERTY AND EQUIPMENT, NET 3,512 3,190
--------- ---------
GOODWILL 2,966 2,966
--------- ---------
INTANGIBLE ASSETS, NET 2,723 3,542
--------- ---------
Total assets $ 170,101 $ 156,748
----- ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 1,571 $ 1,783
Deferred revenues 9,176 8,533
Other accounts payable and accrued expenses 14,551 12,122
--------- ---------
Total current liabilities 25,298 22,438
----- --------- ---------
ACCRUED SEVERANCE PAY 4,367 3,643
--------- ---------
Total liabilities 29,665 26,081
----- --------- ---------
SHAREHOLDERS' EQUITY:
Share capital:
Ordinary shares of NIS 0.1 par value -
Authorized: 25,000,000 shares at September 30, 2006
and December 31, 2005; Issued and outstanding:
22,251,552 and 21,803,997 shares at September 30, 2006
and December 31, 2005, respectively 227 218
Additional paid-in capital 124,329 116,446
Treasury stock (369,173 and 0 Ordinary shares at
September 30, 2006 and December 31, 2005, respectively) (5,661) -
Retained earnings 21,541 14,003
--------- ---------
Total shareholders' equity 140,436 130,667
----- --------- ---------
Total liabilities and shareholders' equity $ 170,101 $ 156,748
----- ========= =========
The accompanying notes are an integral part of the interim consolidated
financial statements.
2
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data
Nine months ended Three months ended
September 30, September 30,
--------------------------- ---------------------------
2006 *) 2005 2006 *) 2005
------------ ------------- ------------- ------------
Unaudited
--------------------------------------------------------
Revenues:
Products $ 39,012 $ 31,705 $ 14,362 $ 11,681
License and royalties 11,415 10,551 3,790 3,324
Services 15,335 10,586 5,470 4,084
------------ ------------- ------------- ------------
Total revenues 65,762 52,842 23,622 19,089
----- ------------ ------------- ------------- ------------
Cost of revenues:
Products 10,087 6,603 3,849 2,344
Services 2,826 2,677 984 1,057
------------ ------------- ------------- ------------
Total cost of revenues 12,913 9,280 4,833 3,401
----- ------------ ------------- ------------- ------------
Gross profit 52,849 43,562 18,789 15,688
------------ ------------- ------------- ------------
Operating costs and expenses:
Research and development 18,476 14,880 6,571 5,171
Marketing and selling 22,801 17,928 7,635 6,165
General and administrative 4,605 3,476 1,629 1,165
Patent settlement reserve 1,900 - 1,900 -
------------ ------------- ------------- ------------
Total operating costs and expenses 47,782 36,284 17,735 12,501
----- ------------ ------------- ------------- ------------
Operating income 5,067 7,278 1,054 3,187
Financial income, net 4,204 2,103 1,500 774
------------ ------------- ------------- ------------
Income before taxes on income 9,271 9,381 2,554 3,961
Taxes on income 1,178 41 569 11
------------ ------------- ------------- ------------
Net income $ 8,093 $ 9,340 $ 1,985 $ 3,950
============ ============= ============= ============
Basic net earnings per Ordinary share $ 0.37 $ 0.45 $ 0.09 $ 0.19
============ ============= ============= ============
Diluted net earnings per Ordinary share $ 0.36 $ 0.42 $ 0.09 $ 0.18
============ ============= ============= ============
*) See Note 2 to the interim consolidated financial statements. Net income
for the nine and three months ended September 30, 2006 included a
stock-based compensation expense under SFAS 123(R) of $ 3,458 and $ 1,215,
respectively, related to employee stock options. There was no stock-based
compensation expense related to employee stock options under SFAS 123(R)
in the nine and three months ended September 30, 2005 because the Company
had not yet adopted the recognition provisions of SFAS 123(R).
The accompanying notes are an integral part of the interim consolidated
financial statements.
3
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands
Nine months ended
September 30,
---------------------------
2006 2005
------------ -------------
Unaudited
---------------------------
Cash flows from operating activities:
-------------------------------------
Net income $ 8,093 $ 9,340
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,097 1,919
Accrued interest and amortization of premium on held-to-maturity
marketable securities and bank deposits, net (967) 193
Stock based compensation expense 3,458 -
Gain on sale of property and equipment (22) (13)
Increase in trade receivables, net (3,399) (3,677)
Decrease in other accounts receivable and prepaid expenses 1,362 184
Increase in inventories (517) (597)
Increase in deferred tax assets (54) -
Increase (decrease) in trade payables (212) 1,049
Increase in deferred revenues 643 220
Increase (decrease) in other accounts payable and accrued expenses 2,429 (245)
Accrued severance pay, net 228 (52)
-------- --------
Net cash provided by operating activities 13,139 8,321
-------- --------
Cash flows from investing activities:
-------------------------------------
Proceeds from redemption of held-to-maturity marketable securities 41,804 19,825
Purchase of held-to-maturity marketable securities (43,998) (15,822)
Proceeds from withdrawal of bank deposits 10,161 11,320
Purchase of bank deposits (30,809) (17,694)
Purchase of property and equipment (1,600) (1,538)
Proceeds from sale of property and equipment 22 19
Purchase of FVC assets, net (1) - (7,001)
-------- --------
Net cash used in investing activities (24,420) (10,891)
-------- --------
Cash flows from financing activities:
-------------------------------------
Purchase of treasury stock (6,993) -
Exercise of options by employees 4,508 5,817
Tax benefits related to exercise of stock options 718 -
-------- --------
Net cash provided by (used in) financing activities (1,767) 5,817
-------- --------
Increase (decrease) in cash and cash equivalents (13,048) 3,247
Cash and cash equivalents at the beginning of period 32,927 20,206
-------- --------
Cash and cash equivalents at the end of period $ 19,879 $ 23,453
======== ========
Supplemental disclosure of non-cash flow from
---------------------------------------------
investing and financing activities:
-----------------------------------
Receivables on account of shares $ - $ 40
======== ========
The accompanying notes are an integral part of the interim consolidated
financial statements.
4
RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands
(1) Supplemental disclosure of cash flow information:
-------------------------------------------------
In March 2005, the Company acquired the assets of First Virtual
Communication Inc. ("FVC"). The net fair value of the assets acquired and
the liabilities assumed at the date of acquisition was as follows:
Nine months
ended
September 30,
2005
-----------------
Unaudited
-----------------
Working capital, excluding cash and cash equivalents $ 265
Property and equipment 57
Technology 3,285
Distribution networks 1,075
Goodwill 2,319
-----------
$ 7,001
===========
The accompanying notes are an integral part of the interim consolidated
financial statements.
5
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands
NOTE 1:- GENERAL
a. RADVISION Ltd. ("the Company") is an Israeli corporation which
designs, develops and supplies products and technology that
enable real-time voice, video and data communications over packet
networks, including the Internet and other networks based on the
Internet Protocol ("IP").
The Company's products and technology are used by its customers
to develop systems that enable enterprises and service providers
to use packet networks for real-time IP communications.
The Company operates under two reportable segments: 1) the
Networking Business Unit ("NBU"), which focuses on networking
solutions and products and is responsible for developing
networking products for IP-centric voice, video and data
conferencing services; and 2) the Technology Business Unit
("TBU"), which focuses on creating developer toolkits for the
underlying IP communication protocols and testing tools needed
for real-time voice and video over IP.
The Company has eight wholly-owned subsidiaries: RADVISION Inc.
in the United States, RADVISION HK in Hong Kong, RADVISION U.K.
in the United Kingdom, RADVISION Japan KK in Japan, RADVISION
FRANCE S.A.R.L in France, RADVISION B.V. in the Netherlands and
RADVISION GmbH in Germany, all of which are primarily engaged in
marketing the Company's products and technology, and RADVISION
Communication Development (Beijing) Co. Ltd. in China, which is
primarily engaged in research and development.
b. Acquisition of assets and the business of First Virtual
Communication Inc. ("FVC"):
On March 15, 2005, following a bidding process held under the
supervision of a United States Bankruptcy Court, the Company
acquired substantially all of the assets of FVC and its
wholly-owned subsidiary, CUseeMe Networks, Inc. FVC creates
leading software products that enable interactive voice, video
and data collaboration over IP-based networks. The cash purchase
price for the acquisition, including transaction costs, was
$ 7,496.
The acquisition was accounted for under the purchase method of
accounting, in accordance with SFAS No. 141, and accordingly, the
purchase price was allocated to the assets acquired and the
liabilities assumed based on their estimated fair value at the
date of acquisition and the results of FVC's operations were
included in the consolidated financial statements commencing from
the date of acquisition. The excess of the purchase price over
the estimated fair value of the net assets acquired was recorded
as goodwill. The purchase price of the acquisition was determined
and paid based on significant consideration for synergistic and
strategic benefits.
6
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands
NOTE 1:- GENERAL (Cont.)
Based upon a valuation of tangible and intangible assets
acquired, the Company has allocated the total cost of the
acquisition to FVC's net assets as follows:
Tangible assets acquired (including cash and cash $ 1,167
equivalents)
Liabilities assumed (350)
Intangible assets:
Technology 3,285
Distribution networks 1,075
Goodwill 2,319
----------
Total consideration $ 7,496
==========
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies applied in the annual financial
statements of the Company as of December 31, 2005 are applied
consistently in these financial statements.
a. Use of estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates.
b. For further information, refer to the consolidated financial
statements as of December 31, 2005.
c. Accounting for stock-based compensation:
On January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123(R)"), which requires the measurement and
recognition of compensation expense for all share-based payment
awards made to employees and directors, including employee stock
options and employee stock purchases related to employee stock
purchase plans ("employee stock purchases") based on estimated
fair values. SFAS 123(R) supersedes the Company's previous
accounting under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") for periods
beginning January 1, 2006.
7
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Company adopted SFAS 123(R) using the modified prospective
transition method. In accordance with the modified prospective
transition method, the Company's consolidated financial
statements for prior periods have not been restated to reflect,
and do not include, the impact of SFAS 123(R). As a result of
adopting SFAS 123(R) on January 1, 2006, the Company's income
before income taxes and net income for the nine and three months
ended September 30, 2006, is $ 3,458 and $ 1,215 lower than if it
had continued to account for stock-based compensation under APB
25. Basic net earnings per share for the nine and three months
ended September 30, 2006, are $0.15 and $0.06 per share lower,
respectively, than if the Company had continued to account for
share-based compensation under APB 25. Diluted net earnings per
share for the nine and three months ended September 30, 2006, are
$0.15 and $0.05 per share lower, respectively, than if the
Company had continued to account for share-based compensation
under APB 25.
SFAS 123(R) requires companies to estimate the fair value of
share-based payment awards on the date of grant using an
option-pricing model. The value of the portion of the award that
is ultimately expected to vest is recognized as expense over the
requisite service periods in the Company's consolidated statement
of income. Prior to the adoption of SFAS 123(R), the Company
accounted for stock-based awards to employees and directors using
the intrinsic value method in accordance with APB 25 as allowed
under Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"). There was
no stock-based compensation expense related to employee stock
options and employee stock purchases recognized during the nine
and three months ended September 30, 2005.
In conjunction with the adoption of SFAS 123(R), the Company
estimates option values using the Black-Scholes method of
attributing the value of stock-based compensation to expense
using the straight-line method. The option-pricing model requires
a number of assumptions, of which the most significant are the
expected stock price volatility, pre-vesting forfeiture rate and
option term (the amount of time from the grant date until the
options are exercised or expire). Expected volatility was
calculated based upon actual historical stock price movements
over the most recent periods ending September 30, 2006 equal to
the expected option term. Expected pre-vesting forfeitures were
estimated based on actual historical pre-vesting forfeitures over
the most recent periods ending September 30, 2006 for the
expected option term. The expected option term was calculated
using the "simplified" method permitted by SAB 107.
The fair value estimated at the date of grant using a Black -
Scholes Option Valuation Model with the following
weighted-average assumptions for the nine and three months ended
September 30, 2006 and 2005:
Nine months ended Three months ended
September 30, September 30,
------------------------ ------------------------
2006 2005 2006 2005
----------- ---------- ----------- ----------
Unaudited
---------------------------------------------------
Risk free interest 4.61% 3.95% 5.20% 3.96%
Dividend yields 0% 0% 0% 0%
Volatility 0.669 0.378 0.426 0.385
Expected life (years) 5.86 4 4.16 4
8
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, expect per share data
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
For the nine and three months ended September 30, 2005, the
Company applied the intrinsic value method of accounting for
stock options as prescribed by APB 25, whereby compensation
expense is equal to the excess, if any, of the quoted market
price of the stock over the exercise price at the grant date of
the award. Since all options granted during the quarterly period
ended September 30, 2005 had an exercise price equal to the
closing market price of the underlying common stock on the grant
date, no compensation expense was recognized. If compensation
expense had been recognized based on the estimated fair value of
each option granted in accordance with the provisions of SFAS
123, as amended by Statement of Financial Accounting Standard No.
148, net income and net earnings per share would have been
reduced to the following pro-forma amounts:
Nine months Three months
ended ended
September 30, September 30,
2005 2005
--------------- ---------------
Unaudited
---------------------------------
Net income as reported $ 9,340 $ 3,950
Deduct - stock-based compensation expense
determined under fair value method for all
awards 2,689 984
----------- ----------
Pro forma net income $ 6,651 $ 2,966
=========== ==========
Basic net earnings per share, as reported $ 0.45 $ 0.19
=========== ==========
Pro forma basic net earnings per share $ 0.31 $ 0.14
=========== ==========
Basic diluted net earnings per share, as
reported $ 0.42 $ 0.18
=========== ==========
Pro forma diluted net earnings per share $ 0.32 $ 0.14
=========== ==========
Pro forma compensation expense under SFAS 123, among other
computational differences, does not consider potential
pre-vesting forfeitures. Because of these differences, the pro
forma stock compensation expense presented above for the prior
period ended September 30, 2005 under SFAS 123 and the stock
compensation expense recognized during the current quarterly
period ended September 30, 2006 under SFAS 123(R) are not
directly comparable. In accordance with the modified prospective
transition method of SFAS 123(R), the prior comparative quarterly
results have not been restated.
9
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, expect per share data
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
d. Recently issued accounting pronouncements:
In July 2006, the FASB issued FASB Interpretation No. 48
"Accounting for Uncertainty in Income Taxes an Interpretation of
FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the
accounting for income taxes by prescribing the minimum
recognition threshold a tax position is required to meet before
being recognized in the financial statements. FIN 48 utilizes a
two-step approach for evaluating tax positions. Recognition (step
one) occurs when an enterprise concludes that a tax position,
based solely on its technical merits, is more-likely-than-not to
be sustained upon examination. Measurement (step two) is only
addressed if step one has been satisfied (i.e., the position is
more-likely-than-not to be sustained). Under step two, the tax
benefit is measured as the largest amount of benefit, determined
on a cumulative probability basis that is more-likely-than-not to
be realized upon ultimate settlement.
FIN 48 applies to all tax positions related to income taxes
subject to the Financial Accounting Standard Board Statement No.
109, "Accounting for income taxes" ("FAS 109"). This includes tax
positions considered to be "routine" as well as those with a high
degree of uncertainty.
FIN 48 has expanded disclosure requirements, which include a
tabular roll forward of the beginning and ending aggregate
unrecognized tax benefits as well as specific detail related to
tax uncertainties for which it is reasonably possible the amount
of unrecognized tax benefit will significantly increase or
decrease within twelve months. These disclosures are required at
each annual reporting period unless a significant change occurs
in an interim period.
FIN 48 is effective for fiscal years beginning after December 15,
2006. The cumulative effect of applying FIN 48 will be reported
as an adjustment to the opening balance of retained earnings. The
Company does not expect that the adoption of FIN 48 will have a
significant impact on the Company's financial position and
results of operations.
10
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, expect per share data
NOTE 3:- UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with GAAP for interim financial
information. Accordingly, they do not include all the information and
footnotes required by GAAP for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the nine months ended September 30,
2006, are not necessarily indicative of the results of operations that
may be expected for the year ended December 31, 2006.
NOTE 4:- INVENTORIES
September 30, December 31,
2006 2005
------------- --------------
Unaudited Audited
------------- --------------
Raw materials $ 2,334 $ 2,451
Finished products 776 142
------------- -------------
$ 3,110 $ 2,593
============= =============
NOTE 5:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
September 30, December 31,
2006 2005
-------------- --------------
Unaudited Audited
-------------- --------------
Payroll and related accruals $ 3,843 $ 3,133
Accrued expenses and other liabilities 5,537 5,932
Contingent liability for patent claims 3,271 3,057
Patent settlement reserve (Note 6) 1,900 -
-------------- --------------
$ 14,551 $ 12,122
============== ==============
NOTE 6:- COMMITMENTS AND CONTINGENCIES
In 2005, a third party sent correspondence to the Company alleging
that some products manufactured by the Company infringe upon patents
held by the third party and offered to license these patents to our
company. The Company has been studying the material furnished and has
hired outside expert counsel to help us analyze the nature and extent
of the matter. The parties have exchanged correspondence and are
willing to achieve settlement on behalf of this issue. At this time
the Company considers part of this allegation as probable and has
ability to estimate the possible loss, and accordingly recorded an
accrual for the patent settlement in the amount of $1,900 thousands.
11
RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, expect per share data
NOTE 7:- NET EARNINGS PER SHARE
The following table sets forth the calculation of basic and diluted
net earnings per share:
Nine months ended Three months ended
September 30, September 30,
--------------------------------------------------------
2006 2005 2006 2005
--------------------------------------------------------
Unaudited
--------------------------------------------------------
Numerator:
Net income $ 8,093 $ 9,340 $ 1,985 $ 3,950
============= ============= ============= =============
Number of shares:
Denominator:
Weighted average number of
Ordinary shares outstanding
during the period used to
compute basic net earnings
per share 22,097,909 20,976,682 22,082,339 21,220,854
Incremental shares
attributable to exercise
of outstanding options
(assuming proceeds would
be used to purchase
treasury stock) 621,917 1,063,116 506,794 844,405
------------- ------------- ------------- -------------
Weighted average number of
Ordinary shares used to
compute diluted net
earnings per share 22,719,826 22,039,798 22,589,133 22,065,259
============= ============= ============= =============
- - - - - - - - - - - -
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This information should be read in conjunction with the consolidated financial
statements and notes included in the consolidated financial statements for the
quarterly period ended September 30, 2006 above and the audited consolidated
financial statements and notes thereto and Item 5. Operating and Financial
Review and Prospects contained in our 2005 Annual Report on Form 20-F. The
discussion and analysis which follows may contain trend analysis and other
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
and within the Private Securities Litigation Reform Act of 1995, as amended.
Such forward-looking statements reflect our current views with respect to future
events and financial results. These include statements regarding our earnings,
projected growth and forecasts, and similar matters that are not historical
facts. Forward-looking statements usually include the verbs, "anticipates,"
"believes," "estimates," "expects," "intends," "plans," "projects,"
"understands" and other verbs suggesting uncertainty. We remind shareholders
that forward-looking statements are merely predictions and therefore are
inherently subject to uncertainties and other factors that could cause the
actual results, performance, levels of activity, or our achievements, or
industry results, to differ materially from those expressed or implied by the
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. We have attempted
to identify significant uncertainties and other factors affecting
forward-looking statements in the section entitled "Risk Factors" and elsewhere
in our 2005 Annual Report on Form 20-F.
Background
We design, develop and supply products and technology that enable
real-time voice, video and data communication over packet networks, including
the Internet and other Internet Protocol, or IP, networks. We were incorporated
in January 1992, commenced operations in October 1992 and commenced sales of our
products in the fourth quarter of 1994. Since our initial public offering on
March 14, 2000, our ordinary shares have been listed on the NASDAQ National
Market (symbol: RVSN), and our ordinary shares have also traded on the Tel Aviv
Stock Exchange since October 20, 2002.
We have eight wholly-owned subsidiaries: RADVISION Inc. in the United
States, RADVISION (HK) Ltd. in Hong Kong, RADVISION (UK) Ltd. in the United
Kingdom, RADVISION FRANCE S.A.R.L. in France, RADVISION Japan KK in Japan,
RADVISION B.V. in the Netherlands and RADVISION GmbH in Germany, all of which
are primarily engaged in the sale and marketing of our products and technology,
and RADVISION Communication Development (Beijing) Co. Ltd. in China., which is
primarily engaged in research and development.
Our revenues are generated in U.S. dollars or are linked to the dollar
and a majority of our expenses are incurred in U.S. dollars. Consequently, we
use the dollar as our functional currency. Transactions and balances in other
currencies are re-measured into dollars according
to the principles in Financial Accounting Standards Board Statement No. 52.
Gains and losses arising from re-measurement are reflected in the statements of
operations as financial income or expenses as appropriate.
Overview
We are the industry's leading provider of high quality, scalable and
easy-to-use products and technologies for videoconferencing, video telephony,
and the development of converged voice, video and data over IP and 3G (Third
Generation) networks. Hundreds of thousands of end-users around the world today
communicate over a wide variety of networks using products and solutions based
on or built around our multimedia communication platforms and software
development solutions.
We have approximately 450 customers worldwide, including Cisco, Aethra,
Alcatel, Lucent, Microsoft, Nortel, NTT/DoCoMo, Orange Telecom, Philips,
Panasonic, Qualcomm, Samsung, Shanghai Bell, Siemens, Sony and Telecom Italy.
Since 2001, we have conducted our business through two separate business
units corresponding to our two product lines to enable our product development
and product marketing teams to respond quickly to evolving market needs with new
product introductions.
Our Networking Business Unit, or NBU, offers one of the broadest and
most complete set of multimedia communication and videoconferencing network
solutions for IP, ISDN, SIP, H.323 and 3G-based networks, supporting most end
points in the industry today. These products are sold to the enterprise market,
U.S. federal government and service provider market.
On March 15, 2005, following a bidding process held under the
supervision of a United States Bankruptcy Court, we acquired substantially all
of the assets of First Virtual Communications, Inc, or FVC, and its wholly owned
subsidiary, CUseeMe Networks, Inc., on an "as is" basis. We acquired FVC's
leading software products that enable interactive voice, video and data
collaboration over IP-based networks. The products provide cost-effective,
integrated end-to-end solutions for large-scale deployments from the desktop to
the conference room and also enable best-of-breed collaborative conferencing
solutions to be extended to ISDN and ATM networks. FVC's Click to Meet(TM)
products provide integrated and scalable desktop conferencing solutions. Click
to Meet(TM) products are fully integrated with a single software architecture
consisting of the Conference Server, the Conference Client and the Middleware to
tie them together. Click to Meet(TM) products are widely used throughout the
world and offer a robust set of functionalities. The purchase price was
approximately $7.0 million. We also hired approximately thirty former employees
of FVC that were based in Nashua, New Hampshire, and who were involved in
marketing, selling and supporting the acquired FVC products.
Our Technology Business Unit, or TBU, is a one-stop-shop for developer
platforms that equipment vendors use to build voice and video over IP and 3G
products and solutions. Our TBU provides protocol development tools and
platforms, as well as associated solutions such as testing platforms and IP
phone toolkits that enable equipment vendors and service providers to develop
and deploy new IP and 3G-based converged networks, services, and technologies.
Our TBU solutions include developer toolkits for SIP, MEGACO/H.248, MGCP, H.323,
and 3G-324M, as well as our ProLab(TM) Test Management Suite and IP Phone
Toolkit. Our toolkits have
been used by developers in a wide range of environments from chipsets to simple
user devices such as IP phones, and from integrated video systems through
carrier class network devices such as gateways, switches, soft switches and 3G
multimedia gateways.
Both business units also provide professional services to customers,
assisting them to integrate our technology into their products and to customize
our products to their specific needs.
Our Strategy
Our goal is to be the leading provider of solutions that enable
real-time multimedia (voice, video and data) collaboration and communication
over packet and 3G networks. We provide solutions at every level - protocol
developer toolkits, professional services, network infrastructure, as well as
integrated solutions that complement the communication solutions of other
vendors such as those from Alcatel, Cisco, Microsoft and Sony. We believe that
the combination of offering IP-centric networking products, along with software
toolkits, positions us as a key enabling vendor in the evolution of IP
communications.
Results of Operations
The following table presents, as a percentage of total revenues,
statements of operations data for the periods indicated:
Three months Nine months
ended September ended September
30, 30,
--------------- ---------------
2006 2005 2006 2005
------ ------ ------ ------
Unaudited
----------------------------------
Revenues 100% 100% 100% 100%
Cost of revenues................... 20.5 17.8 19.6 17.6
Gross profit........................... 79.5 82.2 80.4 82.4
Operating costs and expenses:
Research and development............. 27.8 27.1 28.1 28.2
Marketing and selling................ 32.3 32.3 34.7 33.9
General and administrative........... 6.9 6.1 7.0 6.6
Litigation reserve................ 8.1 - 2.9 -
Total operating costs and expenses.... 75.1 65.5 72.7 68.7
Operating income ....................... 4.4 16.7 7.7 13.7
Financial income, net.................... 6.4 4.1 6.4 4.0
Taxes on income.......................... 2.4 - 1.8 -
Net income............................... 8.4 20.8 12.3 17.7
Three Months Ended September 30, 2006 Compared with
Three Months Ended September 30, 2005
Revenues. We generate revenues from sales of our networking products
that are primarily sold in the form of off-the-shelf products, and our
technology products that are primarily sold in the form of software development
kits, as well as related maintenance and support services. We generally
recognize revenues from the sale of our products upon shipment and when
collection is probable. Revenues generated from maintenance and support services
are deferred and recognized ratably over the period of the term of service. We
price our networking
products on a per unit basis and grant discounts based upon unit volumes. We
price our software development kits on the basis of a fixed-fee plus royalties
from products developed using the software development kits. We sell our
products and technology through direct sales and various indirect distribution
channels in the Americas, Europe, and the Asia Pacific region.
Our revenues increased from $19.1 million for the three months ended
September 30, 2005 to $23.6 million for the three months ended September 30,
2006, an increase of $4.5 million or 23.6%. This increase in revenues was due to
a $4.2 million increase in sales of our networking products and a $300,000
increase in sales of our technology products, mainly in the Americas.
Revenues from networking products increased from $13.5 million for the
three months ended September 30, 2005 to $17.7 million for the three months
ended September 30, 2006, an increase of $4.2 million or 31.1%. The increase in
revenues from networking products was primarily attributable to increased OEM
sales to Cisco.
Revenues from technology products increased from $5.6 million for the
three months ended September 30, 2005 to $5.9 million for the three months ended
September 30, 2006, an increase of $300,000 or 5.4%. The increase in revenues
from technology products was attributable to a $600,000 increase in royalty
revenues; this increase was offset in part due to a $300,000 decrease in
revenues from software licenses and maintenance.
Revenues from sales to customers in the Americas increased from $11.4
million, or 59.5% of revenues, for the three months ended September 30, 2005 to
$14.7 million, or 62.3% of revenues for the three months ended September 30,
2006, an increase of $3.3 million or 28.9%. The increase in sales to customers
in the Americas was primarily attributable to increased OEM sales to Cisco.
Revenues from sales to customers in Europe and the Middle East increased
from $4.5 million for the three month period ended September 30, 2005, or 23.8%
of revenues, to $5.2 million, or 21.8% of revenues, for the three months ended
September 30, 2006, an increase of $700,000 or 15.6%. The increase in sales to
customers in Europe and the Middle East is primarily attributable to increased
sales of our networking products.
Revenues from sales to customers in the Asia Pacific region increased
from $3.2 million for the three months ended September 30, 2005 or 16.7% of
revenues, to $3.7 million, or 15.9% of revenues, for the three months ended
September 30, 2006, an increase of $500,000 or 15.6%. The increase in sales to
customers in the Asia Pacific region is primarily attributable to increased
sales of our networking products mainly in China, Hong Kong and Korea.
Cost of Revenues. Our cost of revenues consists of component and
material costs, direct labor costs, subcontractor fees, overhead related to
manufacturing and depreciation of manufacturing equipment. Our gross margin is
affected by the selling prices for our products, as well as the proportion of
our revenues generated from the sale of our technology products as compared to
our networking products and the proportion of our revenues generated from the
sale of our software solutions of our technology segment as compared to our
hardware products of our networking segment.
Cost of revenues increased from $3.4 million for the three month period
ended September 30, 2005 to $4.8 million for the three months ended September
30, 2006, an increase of $1.4 million, or 41.2%. Gross profit as a percentage of
revenues decreased from 82.2% for the three months ended September 30, 2005 to
79.5% for the three months ended September 30, 2006, due to the increased
proportion of our networking product sales that have lower profit margins. In
addition, cost of revenues for the three months ended September 30, 2006
included $100,000 of stock-based compensation recorded under Financial
Accounting Standards Board Statement No. 123(revised 2004), "Share-Based
Payment," or FASB No. 123(R).
Research and Development. Our research and development expenses consist
primarily of compensation and related costs for research and development
personnel, expenses for testing facilities and depreciation of equipment.
Research and development expenses increased from $5.2 million for the three
months ended September 30, 2005 to $6.6 million for the three months ended
September 30, 2006, an increase of $1.4 million or 26.9%. This increase was
primarily attributable to an increase in the number of research and development
personnel. In addition, research and development expenses for the three months
ended September 30, 2006 included $400,000 of stock-based compensation recorded
under FASB No. 123(R).
Marketing and Selling. Our marketing and selling expenses consist
primarily of compensation and related costs for sales personnel, marketing
personnel, sales commissions, marketing programs, public relations, promotional
materials, travel expenses and trade show exhibit expenses. Marketing and
selling expenses increased from $6.2 million for the three months ended
September 30, 2005 to $7.6 million for the three months ended September 30,
2006, an increase of $1.4 million or 22.6%. Marketing and selling expenses as a
percentage of revenues remained constant at 32.3% for the three months ended
September 30, 2005 and 2006. Marketing and selling expenses for the three months
ended September 30, 2006 included $500,000 of stock-based compensation recorded
under FASB No. 123(R).
General and Administrative. Our general and administrative expenses
consist primarily of salaries and related expenses for executive, accounting and
human resources personnel, professional fees, provisions for doubtful accounts
and other general corporate expenses. General and administrative expenses
increased from $1.2 million for the three months ended September 30, 2005 to
$1.6 million for the three months ended September 30, 2006, an increase of
$400,000 or 33.3%. General and administrative expenses as a percentage of
revenues decreased from 6.1% for the three months ended September 30, 2005 to
6.9% for the three months ended September 30, 2006. This increase was primarily
attributable to $200,000 of stock-based compensation recorded under FASB No.
123(R).
Operating Income. In three months ended September 30, 2006 we recorded
an expense in the amount of $1.9 million with respect of a patent settlement
reserve. Our operating income decreased from $3.2 million for the three months
ended September 30, 2005 to $1.1 million for the three months ended September
30, 2006, a decrease of $2.1 million or 65.6%. Excluding stock-based
compensation recorded under FASB No. 123(R) and the patent settlement reserve,
our operating income increased from $3.2 million for the three months ended
September 30, 2005 to $4.2 million for the three months ended September 30,
2006.
Financial Income, net. Our financial income consists primarily of
interest earned on our bank deposits and other liquid investments, and gains and
losses from the re-measurement of
monetary balance sheet items denominated in non-dollar currencies into dollars.
We recorded net financial income of $800,000 for the three months ended
September 30, 2005 compared to $1.5 million for the three months ended September
30, 2006. This financial income was principally derived from the investment of
the proceeds of our March 2000 initial public offering, cash generated from
operating activities and the exercise of options by employees. Our financial
income increased in the three months ended September 30, 2006 principally as a
result of higher prevailing interest rates and an increase in funds available
for investment.
Nine Months Ended September 30, 2006 Compared with
Nine Months Ended September 30, 2005
Revenues. Our revenues increased from $52.8 million for the nine months
ended September 30, 2005 to $65.8 million for the nine months ended September
30, 2006, an increase of $13.0 million or 24.6%. This increase in revenues was
due to a $11.8 million increase in sales of our networking products and an $1.2
million increase in sales of our technology products. The result reflects
increased sales in all regions.
Revenues from networking products increased from $36.1 million for the
nine months ended September 30, 2005 to $47.9 million for the nine months ended
September 30, 2006, an increase of $11.8 million or 32.7%. The increase in
revenues from networking products was primarily attributable to increased OEM
sales to Cisco, increased revenues from the sales of the Click to Meet products
which we acquired in March 2005 and increased revenues from our 3G products.
Revenues from technology products increased from $16.7 million for the
nine months ended September 30, 2005 to $17.8 million for the nine months ended
September 30, 2006, an increase of $1.1 million or 6.6%. The increase in
revenues from technology products was attributable to a $2.1 million increase in
royalty revenues and a $400,000 increase in maintenance revenues. This increase
was offset in part by a $1.3 million decrease in revenues from software
licenses.
Revenues from sales to customers in the Americas increased from $28.7
million, or 54.4% of revenues, for the nine months ended September 30, 2005 to
$37.6 million, or 57.1% of revenues, for the nine months ended September 30,
2006, an increase of $8.9 million or 31.0%. The increase in sales to customers
in the Americas was primarily attributable to increased sales of our networking
products, primarily OEM sales to Cisco.
Revenues from sales to customers in Europe and the Middle East increased
from $14.1 million for the nine month period ended September 30, 2005, or 26.7%
of revenues to $16.9 million or 25.7% of revenues, for the nine months ended
September 30, 2006, an increase of $2.8 million or 19.9%. The increase in sales
to customers in Europe and the Middle East is primarily attributable to an
increase in sales of our networking products, mainly our 3G products.
Revenues from sales to customers in the Asia Pacific region increased
from $10.0 million, or 18.9% of revenues, for the nine months ended September
30, 2005 to $11.3 million, or 17.1% of revenues, for the nine months ended
September 30, 2006, an increase of $1.3 million or 13.0%. The increase in sales
to customers in the Asia Pacific region is due to strong growth and increased
market demand for our networking products, particularly in China, Taiwan and
Australia.
Cost of Revenues. Cost of revenues increased from $9.3 million for the
nine month period ended September 30, 2005 to $12.9 million for the nine months
ended September 30, 2006, an increase of $3.6 million or 38.7%. Gross profit as
a percentage of revenues decreased from 82.4% for the nine months ended
September 30, 2005 to 80.4% for the nine months ended September 30, 2006, due to
the increased proportion of networking product sales that have lower gross
margins. In addition, cost of revenues for the nine months ended September 30,
2006 included $300,000 of stock-based compensation recorded under FASB No.
123(R).
Research and Development. Research and development expenses increased
from $14.9 million for the nine months ended September 30, 2005 to $18.5 million
for the nine months ended September 30, 2006, an increase of $3.6 million or
24.2%. Research and development expenses as a percentage of revenues decreased
from 28.2% for the nine months ended September 30, 2005 to 28.1% for the nine
months ended September 30, 2006. The increase in research and development
expenses was primarily attributable to an increase in the number of research and
development personnel. In addition, research and development expenses for the
nine months ended September 30, 2006 included $1.1 million of stock-based
compensation recorded under FASB No. 123(R).
Marketing and Selling. Marketing and selling expenses increased from
$17.9 million for the nine months ended September 30, 2005 to $22.8 million for
the nine months ended September 30, 2006, an increase of $4.9 million or 27.4%.
Marketing and selling expenses as a percentage of revenues increased from 33.9%
for the nine months ended September 30, 2005 to 34.7% for the nine months ended
September 30, 2006. This increase was primarily attributable to an increase in
the number of marketing and sales personnel. In addition, marketing and selling
expenses for the nine months ended September 30, 2006 included $1.4 million of
stock-based compensation recorded under FASB No. 123(R).
General and Administrative. General and administrative expenses
increased from $3.5 million for the nine months ended September 30, 2005 to $4.6
million for the nine months ended September 30, 2006, an increase of $1.1
million or 31.4%. General and administrative expenses as a percentage of
revenues increased from 6.6% for the nine months ended September 30, 2005 to
7.0% for the nine months ended September 30, 2006. This increase was primarily
attributable to $700,000 of stock-based compensation recorded under FASB No.
123(R).
Operating Income. In nine months ended September 30, 2006 we recorded an
expense in the amount of $1.9 million with respect of a patent settlement
reserve. Our operating income decreased from $7.3 million for the nine months
ended September 30, 2005 to $5.1 million for the nine months ended September 30,
2006. Excluding stock-based compensation recorded under FASB No. 123(R) and
patent settlement reserve, our operating income increased from $7.3 million for
the nine months ended September 30, 2005 to $10.4 million for the nine months
ended September 30, 2006.
Financial Income, net. We recorded financial income of $2.1 million for
the nine months ended September 30, 2005 compared to $4.2 million for the nine
months ended September 30, 2006. This financial income was principally derived
from the investment of the proceeds of our March 2000 initial public offering,
cash generated from operating activities and the exercise of options by
employees. Our financial income increased in the nine months ended
September 30, 2006 principally as a result of higher prevailing interest rates
and an increase in funds available for investment.
Liquidity and Capital Resources
As of September 30, 2006, we had approximately $19.9 million in cash and
cash equivalents, $71.1 million in short-term investments and our working
capital was approximately $87.5 million as compared to approximately $32.9
million in cash and cash equivalents, $63.5 million in short-term investments
and working capital of approximately $93.2 million at December 31, 2005. Taking
into account long-term liquid investments, we had approximately $135.8 million
in cash and liquid investments as of September 30, 2006 compared to $125.0
million in cash and liquid investments as of December 31, 2005.
The following table summarizes our cash flows for the periods presented:
===================================================================================
Nine Months ended September 30,
===================================================================================
2006 2005
---------- --------
($ in thousands)
Net cash provided by operating activities............ $ 13.1 $ 8.3
Net cash used in investing activities................ $(24.4) $(10.9)
Net cash provided by/used in financing activities.... $ (1.7) $ 5.8
Net (decrease) increase in cash and cash equivalents. $(13.0) $ 3.2
Cash and cash equivalents at beginning of period..... $ 32.9 $ 20.2
Cash and cash equivalents at end of period........... $ 19.9 $ 23.4
-----------------------------------------------------------------------------------
We generated $13.1 million from operating activities for the nine months
ended September 30, 2006, compared to a $8.3 million for the same period in
2005. This amount was primarily attributable to an increase in our net income,
which for cash flow purposes does not reflect stock-based compensation of $3.5
million recorded under FASB No. 123(R).
Net cash used in investing activities was approximately $24.4 million
for the nine months ended September 30, 2006. Of such cash used in investing
activities $22.8 million was used for investments in bank deposits and
marketable securities, net, and $1.6 million was used for purchases of property
and equipment.
Net cash used in financing activities was approximately $1.7 million for
the nine months ended September 30, 2006 compared to $5.8 million cash flow from
financing activities for the same period in 2005. Of such cash used in financing
activities, $7.0 million was used for repurchase of company's shares, and $4.5
million was attributable to proceeds received from the exercise of employee
stock options.
Our capital requirements are dependent on many factors, including market
acceptance of our products and the allocation of resources to our research and
development efforts, as well as our marketing and sales activities. We plan to
pursue strategic initiatives and make operating investments in 2006 as we
position our company to realize what we perceive to be increasing market
opportunities in the coming years. We anticipate that our cash resources will be
used primarily to fund our operating activities, as well as for capital
expenditures. We may establish additional operations as we expand globally.
During the second quarter of 2006, we also
announced that we intend to commence a $30 million stock buy-back program of
which we repurchased approximately $7.0 million in the third quarter of 2006.
Off-Balance Sheet Arrangements
We are not a party to any material off-balance sheet arrangements. In
addition, we have no unconsolidated special purpose financing or partnership
entities that are likely to create material contingent obligations.
Fourth Quarter 2006 Guidance
Net sales for the fourth quarter of 2006 are expected to be
approximately $24.7 million, an increase of approximately $3.5 million or 16.5%
compared with the fourth quarter of 2005.
Net income for the fourth quarter of 2006 is expected to increase to
approximately $4.1 million, or $0.18 per diluted share. This includes
stock-based compensation expense related to the adoption of FASB No. 123(R) of
$1.3 million or $0.06 per diluted share
These projections are subject to substantial uncertainty that could
cause our future results to differ materially from the guidance we have
provided.
Quantitative And Qualitative Disclosure About Market Risks
We are exposed to a variety of risks, including changes in interest
rates and foreign currency fluctuations.
Interest Rate Risk
As of September 30, 2006, we had cash and cash equivalents and
short-term and long-term investments and deposits of $135.7 million. We invest
our cash surplus in time deposits, cash deposits, U.S. federal agency securities
and corporate bonds with an average credit rating of AA. These investments are
not purchased for trading or other speculative purposes. Due to the nature of
these investments, we believe that we do not have a material exposure to market
risk.
Our exposure to market risks for changes in interest rates is limited
since we do not have any material indebtedness.
Foreign Currency Exchange Risk
We develop products in Israel and sell them in the Americas, the Middle
East, Asia and several European countries. As a result our financial results
could be affected by factors such as changes in foreign currency exchange rates
or weak economic conditions in foreign markets.
Our foreign currency exposure with respect to our sales is mitigated,
and we expect it will continue to be mitigated, through salaries, purchases of
materials and support operations, in which part of these costs are denominated
in New Israeli Shekels, or NIS.
Since the beginning of 2006, the NIS has devaluated approximately 6.5%
against the dollar. The inflation rate in Israel was approximately 0.8% in the
first nine months of 2006 compared to an annual inflation rate of 2.4% in 2005
and 1.2% in 2004.
Since most of our sales are quoted in dollars, and a portion of our
expenses are incurred in NIS, our results may be adversely affected by a change
in the rate of inflation in Israel or if such change in the rate of inflation is
not offset, or is offset on a lagging basis, by a corresponding devaluation of
the NIS against the dollar and other foreign currencies.
Risk Factors
Other than as reflected below, there have been no material changes in
our risk factors reported in our Annual Report on Form 20-F for the year ended
December 31, 2005.
Legal Proceedings
In 2005, a third party sent correspondence to us alleging that some
products manufactured by us infringe upon patents held by the third party and
offered to license these patents to us. We have been studying the material
furnished and has hired outside expert counsel to help us analyze the nature and
extent of the matter. The parties have exchanged correspondence and are willing
to achieve settlement on behalf of this issue. At this time we consider part of
this allegation as probable and has ability to estimate the possible loss, and
accordingly recorded an accrual for the patent settlement in the amount of $1.9
million.
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.
RADVISION LTD.
(Registrant)
/s/ Arnold Taragin
------------------
Arnold Taragin
Corporate Vice President
and General Counsel
Date: November 21, 2006