AudioCodes Reports Third Quarter 2008 Results




      Revenues Rise 15.3% Year-Over-Year, to Record $46.6 Million

   GAAP Net Income Increases to $3.2 Million, or $0.08 Per Diluted Share 

     Non-GAAP Net Income Increases 72.3% Year-Over-Year to $4.8 Million, 
                         or $0.11 Per Diluted Share

LOD, Israel, Nov. 3, 2008 (GLOBE NEWSWIRE) -- AudioCodes (Nasdaq:AUDC), a leading provider of Voice over Packet (VoP) technologies and Voice Network products, today announced financial results for the third quarter ended September 30, 2008.

Revenues for the third quarter were a record $46.6 million compared to $45.7 million for the second quarter ended June 30, 2008 and $40.4 million for the quarter ended September 30, 2007. Third quarter revenues grew 2.1% sequentially and increased 15.3% compared to the third quarter of 2007. Net income in accordance with U.S. generally accepted accounting principles (GAAP) was $3.2 million, or $0.08 per diluted share, for the third quarter of 2008 compared to net income of $1.6 million, or $0.04 per diluted share, for the second quarter of 2008 and a net loss of $72,000, or ($0.00) per diluted share, for the corresponding period last year.

Non-GAAP net income was $4.8 million, or $0.11 per diluted share, for the third quarter of 2008 compared to $3.6 million, or $0.09 per diluted share, for the second quarter of 2008 and $2.8 million, or $0.06 per diluted share, for the third quarter of 2007. Non-GAAP net income excludes (i) stock-based compensation expenses and (ii) amortization expenses related to the Nuera, Netrake and CTI Squared acquisitions. A reconciliation between net income on a GAAP basis and non-GAAP net income is provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

"AudioCodes delivered excellent financial results for the third quarter of 2008, including record quarterly revenues, significant growth in operating margin to above 10% and bottom line profitability," stated Shabtai Adlersberg, Chairman of the Board, President and CEO of AudioCodes. "These results reflect solid and continuing momentum in our business for the sixth quarter in a row, despite the challenging global economic environment. The ongoing growth in our networking business of more than 20% year-over-year underscores our competitive position in the VoIP industry and is expected to allow us to do well in these challenging times and emerge a stronger leader when the economy recovers."

Mr. Adlersberg added, "Today we announced one of the most important milestones in our Company's history, AudioCodes' initiative for High Definition (HD) VoIP. With the growing adoption of broadband IP networks worldwide and the resulting larger bandwidth available for end-users, wideband speech codecs, which are at the heart of HD VoIP, deliver double the voice spectrum and unprecedented clarity and intelligibility while providing a better user experience. AudioCodes' products are already well known for providing best in class voice quality, and with HD VoIP, we are making another big step in excelling in voice quality. This opportunity is expected to translate into a substantial market and revenue opportunity for us on top of our current success in the VoIP communications market."

"Our continued focus on investing in new products and sales operations, our ability to improve our operational efficiency, and our proven success in executing our objectives and plans, provides a solid foundation for AudioCodes' future performance," concluded Mr. Adlersberg.

AudioCodes repurchased 626,417 of its ordinary shares during the third quarter of 2008 at an aggregate cost of $2.3 million. In the first nine months of 2008, AudioCodes repurchased a total of approximately 3.5 million ordinary shares at a total cost of $13.7 million. Under the current stock repurchase program, the Company is authorized to purchase up to 4,000,000 of its ordinary shares, or the equivalent of approximately 10% of the Company's outstanding ordinary shares prior to the commencement of the repurchase program.

Cash and cash equivalents, short-term and long-term marketable securities, short-term and long-term bank deposits were $158.7 million as of September 30, 2008, compared to $147.3 million as of June 30, 2008 and $134.2 million as of September 30, 2007. During the third quarter, AudioCodes borrowed $15.0 million from a bank.

Subsequent to September 30, 2008, the Company repurchased approximately $51.5 million in principal amount of its 2% Senior Convertible Notes Due 2024 for a total cost, including accrued interest, of $50.2 million. The Company issued $125.0 million in principal amount of these notes in November 2004.

Conference Call & Web cast Information

AudioCodes will conduct a conference call at 9:00 A.M., Eastern Daylight Time on Tuesday, November 4, 2008 to discuss the third quarter 2008 financial results. The conference call will be simultaneously Web cast. Investors are invited to listen to the call live via Web cast at the AudioCodes corporate website at www.audiocodes.com

About AudioCodes

AudioCodes Ltd. (Nasdaq:AUDC) provides innovative, reliable and cost-effective Voice over IP (VoIP) technology, Voice Network Products, and Value Added Applications to Service Providers, Enterprises, OEMs, Network Equipment Providers and System Integrators worldwide. AudioCodes provides a diverse range of flexible, comprehensive media gateway, and media processing enabling technologies based on VoIPerfect(tm) -- AudioCodes' underlying, best-of-breed, core media architecture. The company is a market leader in VoIP equipment, focused on VoIP Media Gateway, Media Server, Session Border Controllers (SBC), Security Gateways and Value Added Application network products. AudioCodes has deployed tens of millions of media gateway and media server channels globally over the past ten years and is a key player in the emerging best-of-breed, IMS based, VoIP market. The Company is a VoIP technology leader focused on quality and interoperability, with a proven track record in product and network interoperability with industry leaders in the Service Provider and Enterprise space. AudioCodes Voice Network Products feature media gateway and media server platforms for packet-based applications in the converged, wireline, wireless, broadband access, cable, enhanced voice services, video, and Enterprise IP Telephony markets. AudioCodes' headquarters and R&D are located in Israel with an additional R&D facility in the U.S. Other AudioCodes' offices are located in Europe, India, the Far East, and Latin America. For more information on AudioCodes, visit http://www.audiocodes.com

Statements concerning AudioCodes' business outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements" as that term is defined under U.S. Federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: the effect of global economic conditions in general and conditions in AudioCodes' industry and target markets in particular; shifts in supply and demand; market acceptance of new products and continuing products' demand; the impact of competitive products and pricing on AudioCodes' and its customers' products and markets; timely product and technology development/upgrades and the ability to manage changes in market conditions as needed; possible disruptions from acquisitions and other factors detailed in AudioCodes' filings with the Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

AudioCodes, AC, AudioCoded, Ardito, CTI2, CTI(2), CTI Squared, InTouch, IPmedia, Mediant, MediaPack, NetCoder, Netrake, Nuera, Open Solutions Network, OSN, Stretto, TrunkPack, VoicePacketizer, VoIPerfect, VoIPerfectHD, What's Inside Matters, Your Gateway To VoIP and 3GX are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners.



 AUDIOCODES LTD. AND ITS SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
 --------------------------------------------------------------------
 U.S. dollars in thousands

                                             Sept. 30,   Dec. 31,
                                               2008       2007
                                             ---------  ---------
                                            (Unaudited)
                                             ---------  ---------
  ASSETS

 CURRENT ASSETS:
  Cash and cash equivalents                  $  32,332  $  75,063
   Short-term bank deposits                    109,743  *) 18,157
   Short-term marketable securities and
    accrued interest                             9,515     17,244
  Trade receivables, net                        35,831     25,604
  Other receivables and prepaid expenses         6,982  *)  6,500
  Inventories                                   20,068     18,736
                                             ---------  ---------

 Total current assets                          214,471    161,304
                                             ---------  ---------

 LONG-TERM INVESTMENTS:
  Long-term bank deposits                           --     32,670
  Long-term marketable securities                7,107         --
  Investments in companies                       2,652      1,343
  Deferred tax assets                            2,058      2,058
  Severance pay funds                           11,766      9,799
                                             ---------  ---------

 Total long-term investments                    23,583     45,870
                                             ---------  ---------

 PROPERTY AND EQUIPMENT, NET                     7,210      7,094
                                             ---------  ---------

 INTANGIBLE ASSETS, DEFERRED CHARGES AND
  OTHER, NET                                    16,092     19,007
                                             ---------  ---------

 GOODWILL                                      111,212    111,212
                                             ---------  ---------

 Total assets                                $ 372,568  $ 344,487
                                             =========  =========

   LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Current maturities of long-term bank loans  $   6,000  $      --
 Trade payables                                 10,508      8,849
 Other payables and accrued expenses            27,780     28,780
 Senior convertible notes                       48,759         --
                                             ---------  ---------

 Total current liabilities                      93,047     37,629
                                             ---------  ---------

 ACCRUED SEVERANCE PAY                          13,078     11,168
                                             ---------  ---------

 LONG-TERM BANK LOANS                           23,250         --
                                             ---------  ---------

 SENIOR CONVERTIBLE NOTES                       72,579    121,198
                                             ---------  ---------

 Total shareholders' equity                    170,614    174,492
                                             ---------  ---------

 Total liabilities and shareholders' equity  $ 372,568  $ 344,487
                                             =========  =========
 *) reclassified

 AUDIOCODES LTD. AND ITS SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 --------------------------------------------------------
 In thousands, except per share data

                                Nine months ended  Three months ended
                                  September 30,       September 30, 
                               ------------------  ------------------
                                 2008      2007      2008      2007
                               --------  --------  --------  --------
                                   (Unaudited)         (Unaudited)
                               ------------------  ------------------

 Revenues                      $135,992  $115,395  $ 46,602  $ 40,408

 Cost of revenues                59,655    50,512    20,535    17,631
                               --------  --------  --------  --------

 Gross profit                    76,337    64,883    26,067    22,777

 Operating expenses:
  Research and development, 
   net                           29,135    30,620     9,155    10,239
  Selling and marketing          34,459    32,082    11,116    10,332
  General and administrative      7,047     7,200     2,226     2,474
                               --------  --------  --------  --------

 Total operating expenses        70,641    69,902    22,497    23,045
                               --------  --------  --------  --------

 Operating income (loss)          5,696    (5,019)    3,570      (268)
 Financial income, net            1,162     1,886       267       616
                               --------  --------  --------  --------

 Income (loss) before taxes on
  income                          6,858    (3,133)    3,837       348
 Taxes on income                    480     1,043       196       202
 Equity in losses of 
  affiliated companies            1,061       751       428       218
                               --------  --------  --------  --------

 Net income (loss)             $  5,317  $ (4,927) $  3,213  $    (72)
                               ========  ========  ========  ========

 Basic net earnings (loss) per
  share                        $   0.13  $  (0.12) $   0.08  $  (0.00)
                               ========  ========  ========  ========

 Diluted net earnings (loss) 
  per share                    $   0.13  $  (0.12) $   0.08  $  (0.00)
                               ========  ========  ========  ========

 Weighted average number of
  shares used in computing 
  basic net earnings per share   41,540    42,572    40,200    42,885
                               ========  ========  ========  ========

 Weighted average number of
  shares used in computing
  diluted net earnings per 
  share                          41,967    42,572    40,517    42,885
                               ========  ========  ========  ========

 AUDIOCODES LTD. AND ITS SUBSIDIARIES
 NON-GAAP PROFORMA STATEMENTS OF OPERATIONS
 --------------------------------------------------------------
 In thousands, except per share data

                                Nine months ended  Three months ended
                                  September 30,       September 30, 
                               ------------------  ------------------
                                 2008      2007      2008      2007
                               --------  --------  --------  --------
                                   (Unaudited)         (Unaudited)
                               ------------------  ------------------

 Revenues                      $135,992  $115,395  $ 46,602  $ 40,408

 Cost of revenues *) **)         57,778    48,119    19,955    16,948
                               --------  --------  --------  --------

 Gross profit                    78,214    67,276    26,647    23,460

 Operating expenses:
  Research and development,
   net *)                        27,825    28,239     8,942     9,444
  Selling and marketing *) **)   31,945    28,601    10,414     9,238
  General and administrative *)   6,563     6,561     2,140     2,191
                               --------  --------  --------  --------

 Total operating expenses        66,333    63,401    21,496    20,873
                               --------  --------  --------  --------

 Operating income                11,881     3,875     5,151     2,587
 Financial income, net            1,162     1,886       267       616
                               --------  --------  --------  --------

 Income before taxes on income   13,043     5,761     5,418     3,203
 Taxes on income **)                480       337       196       202
 Equity in losses of 
  affiliated companies            1,061       751       428       218
                               --------  --------  --------  --------

 Non-GAAP net income           $ 11,502  $  4,673  $  4,794  $  2,783
                               ========  ========  ========  ========

 Non-GAAP diluted net earnings
  per share                    $   0.27  $   0.11  $   0.11  $   0.06
                               ========  ========  ========  ========

 Weighted average number of
  shares used in computing non-
  GAAP diluted net earnings
  per share                      44,195    43,668    47,198    43,677
                               ========  ========  ========  ========

*) Excluding stock-based compensation expenses related to options granted to employees and others as a result of the adoption of SFAR 123R as of January 1, 2006

**) Excluding amortization of intangible assets related to the acquisitions of Nuera and Netrake during the third quarter of 2006 and to the acquisition of CTI Squared during the second quarter of 2007.

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information as well.



 AUDIOCODES LTD. AND ITS SUBSIDIARIES
 RECONCILIATION BETWEEN GAAP NET INCOME AND NON-GAAP NET INCOME
 --------------------------------------------------------------
 In thousands, except per share data

                               Nine months ended  Three months ended
                                 September 30,        September 30,
                              ------------------  ------------------
                                2008      2007      2008      2007
                              --------  --------  --------  --------
                                  (Unaudited)         (Unaudited)
                              ------------------  ------------------
 GAAP Net income (loss)       $  5,317  $ (4,927) $  3,213  $    (72)
                              ========  ========  ========  ========
 GAAP Diluted earnings (loss)
  per share                   $   0.13  $  (0.12) $   0.08  $  (0.00)
                              ========  ========  ========  ========

 Cost of revenues:
  Stock-based compensation
   (*)                             278       482        50       151
  Amortization expenses(**)      1,599     1,911       530       532
                              --------  --------  --------  --------
                                 1,877     2,393       580       683
 Research and development,
  net:
  Stock-based compensation
   (*)                           1,310     2,381       213       795

 Selling and marketing:
  Stock-based compensation
   (*)                           1,731     2,698       441       833
  Amortization expenses(**)        783       783       261       261
                              --------  --------  --------  --------
                                 2,514     3,481       702     1,094
 General and administrative:
  Stock-based compensation
   (*)                             484       639        86       283

 Income tax effect(**)              --       706        --        --
                              --------  --------  --------  --------

 Non- GAAP Net income         $ 11,502  $  4,673  $  4,794  $  2,783
                              ========  ========  ========  ========
 Non-GAAP Diluted earnings
  per share                   $   0.27  $   0.11  $   0.11  $   0.06
                              ========  ========  ========  ========

*) Stock-based compensation expenses related to options granted to employees and others as a result of the adoption of SFAR 123R as of January 1, 2006.

**) Amortization of intangible assets related to the acquisitions of Nuera and Netrake during the third quarter of 2006 and to the acquisition of CTI Squared during the second quarter of 2007.

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information.



 AUDIOCODES LTD. AND ITS SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 --------------------------------------------------------------------
 U.S. dollars in thousands

                               Nine months ended   Three months ended
                                 September 30,        September 30,
                              ------------------   ------------------
                                2008      2007       2008      2007
                              --------  --------   --------  --------
                                 (Unaudited)          (Unaudited)
                              ------------------   ------------------
 Cash flows from operating
  activities:
 -------------------------
  Net income (loss)           $  5,317  $ (4,927)  $  3,213  $    (72)
  Adjustments required to
   reconcile net income to
   net cash provided by
   operating activities:
   Depreciation and 
    amortization                 5,676     5,922      1,821     1,873
   Net loss from sale of
    marketable securities           --        --         --        --
   Amortization of marketable
    securities premiums and
    accretion of discounts, 
    net                             23        50         39        (3)
   Equity in losses of
    affiliated companies         1,061       751        428       218
   Increase (decrease) in
    accrued severance pay, net     (57)      204         62       (23)
   Stock-based compensation
    expenses                     3,803     6,200        790     2,062
   Amortization of senior
    convertible notes discount
    and deferred charges           153       151         51        51

   Increase in accrued 
    interest on marketable 
    securities,bank deposits 
    and structured notes          (794)     (535)      (787)     (216)
   Decrease (Increase) in
    deferred tax assets             --      (336)        --        11
   Decrease (increase) in 
    trade receivables, net     (10,227)    1,027     (6,123)   (4,099)
   Decrease (increase) in 
    other receivables and 
    prepaid expenses            (1,280)     (526)      (982)      107
   Decrease (increase) in
    inventories                 (1,332)   (1,673)       (73)    2,056
   Increase (decrease) in 
    trade payables               1,659      (822)    (1,621)   (1,254)
   Increase (decrease) in 
    other payables and accrued
    expenses                     4,000    (2,768)     3,375     2,045
   Increase in deferred tax
    liabilities                     --       706         --        --
   Other                            --         1         --        (4)
                              --------  --------   --------  --------

 Net cash provided by 
  operating activities           8,002     3,425        193     2,752
                              --------  --------   --------  --------

 Cash flows from investing
  activities:
 -------------------------
  Proceeds from sale and
   maturity of marketable
   securities                   17,000    22,600      4,000     6,000
  Proceeds from sale of bank
   deposits                     34,639    28,700     16,545     3,700
  Investments in companies      (2,370)   (1,006)    (1,054)     (468)
  Payment for acquisition of 
   CTI Squared*)                (5,000)   (4,897)        --        --
  Purchase of property and
   equipment                    (2,893)   (2,055)      (726)     (703)
   Investment in short-term
    deposit                    (92,109)       --    (22,005)       --
   Investment in marketable
    securities                 (16,795)       --    (16,795)       --
   Investment in long-term
    deposit                       (255)  (11,000)        --        --
                              --------  --------   --------  --------

 Net cash provided by (used
  in) investing activities     (67,783)   32,342    (20,035)    8,529
                              --------  --------   --------  --------

 AUDIOCODES LTD. AND ITS SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Cont.)
 ---------------------------------------------------------------------
 U.S. dollars in thousands

                                 Nine months ended  Three months ended
                                   September 30,       September 30,
                                ------------------  ------------------
                                  2008      2007      2008      2007
                                --------  --------  --------  --------
                                   (Unaudited)         (Unaudited)
                                ------------------  ------------------
 Cash flows from financing
  activities:
 -------------------------
  Repurchase of shares           (13,747)       --    (2,339)       --
  Increase in current
   maturities of long-term bank             
   loans                           6,000        --     3,000        --
  Long-term bank loans received   24,000        --    12,000        --
  Repayment of loan from bank       (750)       --      (750)       --
  Proceeds from issuance of
   shares upon exercise of
   options and employee stock
   purchase plan                   1,547     4,642       247     1,912
                                --------  --------  --------  --------

 Net cash provided by financing
  activities                      17,050     4,642    12,158     1,912
                                --------  --------  --------  --------

 Increase (decrease) in cash
  and cash equivalents           (42,731)   40,409    (7,684)   13,193
 Cash and cash equivalents at
  the beginning of the period     75,063    25,171    40,016    52,387
                                --------  --------  --------  --------

 Cash and cash equivalents at
  the end of the period         $ 32,332  $ 65,580  $ 32,332  $ 65,580
                                ========  ========  ========  ========

 *) Excluding cash and cash equivalents


            

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