AudioCodes Reports Fourth Quarter and Full Year 2008 Results

Full Year 2008 Revenues Rise 10.4% Year-Over-Year, to Record $174.7 Million


LOD, Israel, Feb. 11, 2009 (GLOBE NEWSWIRE) -- AudioCodes Ltd. (Nasdaq:AUDC), a leading provider of Voice over IP (VoIP) technologies and Voice Network products, today announced financial results for the fourth quarter and year ended December 31, 2008.

Revenues for the fourth quarter of 2008 were $38.8 million compared to $42.8 million for the fourth quarter ended December 31, 2007, a year-over-year decline of $4.1 million, or 9.5%. Revenues for the full year 2008 were $174.7 million compared to $158.2 million in 2007, a year-over-year increase of $16.5 million, or 10.4%. Revenues for the fourth quarter of 2008 do not include $1.7 million of revenues which were recorded as unpaid deferred revenues as a result of the Nortel Group seeking creditor protection in January 2009.

During the fourth quarter, the Company recognized a non-cash impairment charge of $86.1 million with respect to goodwill, long-lived assets and investment in an affiliate. The charge, which is subject to change based on completion of valuation procedures, was identified in connection with the Company's annual impairment tests and reflects market conditions. Net loss in accordance with U.S. generally accepted accounting principles (GAAP) was $86.7 million, or ($2.16) per diluted share, for the fourth quarter of 2008 compared to GAAP net income of $1.0 million, or $0.02 per diluted share, for the corresponding fourth quarter of 2007. The Company reported a GAAP net loss of $81.3 million, or ($1.97) per diluted share, for 2008 compared to a GAAP net loss of $3.9 million, or ($0.09) per diluted share, for 2007.

Non-GAAP net income was $776,000, or $0.02 per diluted share, for the fourth quarter of 2008 compared to non-GAAP net income of $3.7 million, or $0.08 per diluted share, for the fourth quarter of 2007. Non-GAAP net income for 2008 was $12.3 million, or $0.29 per diluted share, compared to non-GAAP net income of $8.3 million, or $0.19 per diluted share, for 2007. Non-GAAP net income does not include $1.7 million which were recorded as unpaid deferred revenues as a result of the Nortel Group announcement in January 2009.

Non-GAAP net income excludes (i) stock-based compensation expenses, (ii) amortization expenses related to the Nuera, Netrake and CTI Squared acquisitions and (iii) the non-cash impairment charge with respect to goodwill, long-lived assets and investment in an affiliate. 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.

Cash flow from operating activities was $9.4 million in the fourth quarter of 2008, and was $16.4 million for 2008, compared to $9.0 million in the fourth quarter last year and $12.4 million for 2007.

"In 2008 AudioCodes has significantly strengthened its leading position in the VoIP networking market. The improvement in 2008 revenues and in non-GAAP net income and operating margin reflect the success of our networking strategy to innovate and deploy leading-edge VoIP network products," stated Shabtai Adlersberg, Chairman of the Board, President and CEO of AudioCodes. "While we are disappointed with the decrease in revenues and earnings during the fourth quarter of 2008 and the uncertain outlook for 2009 due to the global economic crisis, we are encouraged with the increased level of customer activity and our ability to continue to generate positive operating cash flow."

"AudioCodes has always been synonymous with superior voice quality and in 2008 we put in motion a range of new product initiatives aimed at extending our leadership position for long-term growth. As the demand for more integrated VoIP solutions has grown, we have launched our new Mediant(tm) 1000 Multi-Service Business Gateway (MSBG). Our High Definition (HD) VoIP strategy, and recent launch of our new HD VoIP enabled IP Phones, set the stage for substantially enhanced voice quality across the network, and we are very pleased with the favorable feedback from potential partners and customers," commented Mr. Adlersberg.

In January 2009, Nortel, AudioCodes' largest customer, announced that it would seek creditor protection for the company and some of its subsidiaries. As of December 31, 2008, a total of $1.7 million of sales to the Nortel Group was recorded as unpaid deferred revenues which reduced trade receivables in the Company's balance sheets.

During the fourth quarter, 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.

Cash and cash equivalents, short-term and long-term marketable securities, short-term and long-term bank deposits were $115.1 million as of December 31, 2008, compared to $158.7 million as of September 30, 2008 and $143.1 million as of December 31, 2007. The year-over-year decline was attributable to the repurchase of the Senior Convertible Notes.

As of December 1, 2008 AudioCodes began consolidating the financial results of Natural Speech Communication Ltd. (NSC), an Israeli based company engaged in speech recognition, into AudioCodes' financial results. As of December 31, 2008, AudioCodes owned 56.6% of the outstanding share capital of NSC (51.0% of the share capital of NSC on a fully diluted basis). During the fourth quarter, NSC revenues were $83,000 and it had a net loss of $625,000. AudioCodes included $73,000 of NSC revenues in AudioCodes' revenues for the fourth quarter. NSC results will be fully consolidated into AudioCodes income statement in 2009 since AudioCodes holds the majority of risk with respect to NSC.

Conference Call & Web cast Information

AudioCodes will conduct a conference call at 9:00 A.M., Eastern Standard Time on Thursday, February 12, 2009 to discuss the fourth quarter and full year 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; the integration of acquired companies' products and operations into AudioCodes' business; 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
                                            December 31,  December 31,
                                                2008          2007
                                            ------------  ------------
                                             (Unaudited)   (Unaudited)
                                            ------------  ------------
 ASSETS

 CURRENT ASSETS:
  Cash and cash equivalents                     $ 36,779      $ 75,063
  Short-term bank deposits                        61,870     *) 18,157
  Short-term marketable securities and
   accrued interest                               16,481        17,244
  Trade receivables, net                          29,564        25,604
  Other receivables and prepaid expenses           3,373     *)  6,500
  Deferred tax assets                                972         1,001
  Inventories                                     20,623        18,736
                                            ------------  ------------

 Total current assets                            169,662       162,305
                                            ------------  ------------

 LONG-TERM INVESTMENTS:
  Long-term bank deposits and structured
   notes                                              --        32,670
  Investments in companies                         1,245         1,343
  Deferred tax assets                              1,255         1,057
  Severance pay funds                             10,297         9,799
                                            ------------  ------------

 Total long-term investments                      12,797        44,869
                                            ------------  ------------

 PROPERTY AND EQUIPMENT, NET                       6,844         7,094
                                            ------------  ------------

 GOODWILL, INTANGIBLE ASSETS, DEFERRED
  CHARGES AND OTHER, NET                          41,179       130,219
                                            ------------  ------------

 Total assets                                   $230,482      $344,487
                                            ============  ============

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES:
  Current maturities of long-term bank loans    $  6,000      $     --
  Trade payables                                  11,661         8,849
  Other payables and accrued expenses             24,189        28,780
  Senior convertible notes                        71,374            --
                                            ------------  ------------

 Total current liabilities                       113,224        37,629
                                            ------------  ------------

 ACCRUED SEVERANCE PAY                            12,174        11,168
                                            ------------  ------------

 LONG-TERM BANK LOANS                             21,750            --
                                            ------------  ------------

 SENIOR CONVERTIBLE NOTES                             --       121,198
                                            ------------  ------------

 Total shareholders' equity                       83,334       174,492
                                            ------------  ------------

 Total liabilities and shareholders' equity     $230,482      $344,487
                                            ============  ============
 *) reclassified


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

                                    Year ended      Three months ended
                                   December 31,        December 31,
                                ------------------  ------------------
                                  2008      2007      2008      2007
                                --------  --------  --------  --------
                                    (Unaudited)         (Unaudited)
                                ------------------  ------------------

 Revenues                       $174,744  $158,235  $ 38,752  $ 42,840


 Cost of revenues                 77,455    69,185    17,800    18,673
                                --------  --------  --------  --------

 Gross profit                     97,289    89,050    20,952    24,167

 Operating expenses:
  Research and development, net   37,833    40,706     8,698    10,086
  Selling and marketing           44,657    42,900    10,199    10,818
  General and administrative       9,219     9,637     2,172     2,437
  Impairment of goodwill and
   long-lived assets(1)           85,015        --    85,015        --
                                --------  --------  --------  --------

 Total operating expenses        176,724    93,243   106,084    23,341
                                --------  --------  --------  --------

 Operating income (loss)         (79,435)   (4,193)  (85,132)      826
 Financial income, net             1,182     2,670        20       784
 Equity in losses of affiliated
  companies                        2,582     1,097     1,521       346
                                --------  --------  --------  --------

 Income (loss) before taxes on
  income                         (80,835)   (2,620)  (86,633)    1,264
 Taxes on income (loss), net         505     1,265        25       224
                                --------  --------  --------  --------

 Net income (loss)              $(81,340) $ (3,885) $(86,658) $  1,040
                                ========  ========  ========  ========

 Basic net earnings (loss) per
  share                         $  (1.97) $  (0.09) $  (2.16) $   0.02
                                ========  ========  ========  ========

 Diluted net earnings (loss)
  per share                     $  (1.97) $  (0.09) $  (2.16) $   0.02
                                ========  ========  ========  ========

 Weighted average number of
  shares used in computing basic
  net earnings (loss) per share
  (in thousands)                  41,201    42,699    40,182    43,080
                                ========  ========  ========  ========

 Weighted average number of
  shares used in computing
  diluted net earnings (loss)
  per share (in thousands)        41,201    42,699    40,182    43,938
                                ========  ========  ========  ========

 (1) Impairment charge is subject to change based on completion of
     valuation procedures


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

                                    Year ended      Three months ended
                                   December 31,        December 31,
                                ------------------  ------------------
                                  2008      2007      2008      2007
                                --------  --------  --------  --------
                                    (Unaudited)         (Unaudited)
                                ------------------  ------------------

 Revenues                       $174,744  $158,235  $ 38,752  $ 42,840

 Cost of revenues(1)(2)           75,014    66,079    17,236    17,960
                                --------  --------  --------  --------

 Gross profit                     99,730    92,156    21,516    24,880

 Operating expenses:
  Research and development,
   net(1)                         36,366    37,695     8,541     9,456
  Selling and marketing(1)(2)     41,587    38,380     9,643     9,779
  General and administrative(1)    8,689     8,770     2,126     2,209
                                --------  --------  --------  --------

 Total operating
  expenses(1)(2)(3)               86,642    84,845    20,310    21,444
                                --------  --------  --------  --------

 Operating income                 13,088     7,311     1,206     3,436
 Financial income, net             1,182     2,670        20       784
 Equity in losses of affiliated
  companies(4)                     1,486     1,097       425       346
                                --------  --------  --------  --------

 Income before taxes on income    12,784     8,884       801     3,874
 Taxes on income, net                505       561        25       224
                                --------  --------  --------  --------

 Non-GAAP net income            $ 12,279  $  8,323  $    776  $  3,650
                                ========  ========  ========  ========

 Non-GAAP diluted net earnings
  per share                     $   0.29  $   0.19  $   0.02  $   0.08
                                ========  ========  ========  ========

 Weighted average number of
  shares used in computing
  non-GAAP diluted net earnings
  per share (in thousands)        43,205    43,740    40,232    43,955
                                ========  ========  ========  ========


 (1) 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

 (2) Excluding amortization of intangible assets related to the
     acquisitions of Nuera, Netrake and CTI Squared

 (3) Excluding impairment charge of goodwill and long-lived assets

 (4) Excluding impairment charge of investment in affiliate

 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

                                    Year ended      Three months ended
                                   December 31,        December 31,
                                ------------------  ------------------
                                  2008      2007      2008      2007
                                --------  --------  --------  --------
                                    (Unaudited)         (Unaudited)
                                ------------------  ------------------

 GAAP Net income (loss)         $(81,340) $ (3,885) $(86,658) $  1,040
                                ========  ========  ========  ========
 GAAP Diluted net earnings
  (loss) per share              $  (1.97) $  (0.09) $  (2.16) $   0.02
                                ========  ========  ========  ========

 Cost of revenues:
  Stock-based compensation(1)        318       613        40       131
  Amortization expenses(2)         2,123     2,493       524       582
                                --------  --------  --------  --------
                                   2,441     3,106       564       713
 Research and development, net:
  Stock-based compensation(1)      1,467     3,011       157       630

 Selling and marketing:
  Stock-based compensation(1)      2,026     3,476       295       778
  Amortization expenses(2)         1,044     1,044       261       261
                                --------  --------  --------  --------
                                   3,070     4,520       556     1,039
 General and administrative:
  Stock-based compensation(1)        530       867        46       228

 Impairment of goodwill,
  long-lived assets and
  investment in an affiliate(3)   86,111        --    86,111        --

 Income tax effect(2)                 --       704        --        --
                                --------  --------  --------  --------

 Non- GAAP Net income           $ 12,279  $  8,323  $    776  $  3,650
                                ========  ========  ========  ========
 Non-GAAP Diluted net earnings
  per share                     $   0.29  $   0.19  $   0.02  $   0.08
                                ========  ========  ========  ========


 (1) 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

 (2) Amortization of intangible assets related to the acquisitions of
     Nuera, Netrake and CTI Squared

 (3) Impairment charge is subject to change based on completion of
     valuation procedures

 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
 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 ---------------------------------------------------------------------
 U.S. dollars in thousands

                                    Year ended      Three months ended
                                   December 31,        December 31,
                                ------------------  ------------------
                                  2008      2007      2008      2007
                                --------  --------  --------  --------
                                    (Unaudited)         (Unaudited)
                                ------------------  ------------------
 Cash flows from operating
  activities:
 -------------------------
  Net income (loss)             $(81,340) $ (3,885) $(86,658) $  1,040
  Adjustments required to
   reconcile net income to net
   cash provided by operating
   activities:
   Depreciation and amortization   7,441     7,789     1,765     1,867
   Impairment of goodwill,
    long-lived assets and
    investment in an affiliate    86,111        --    86,111        --
   Amortization of marketable
    securities premiums and
    accretion of discounts, net      112        39        89       (11)
   Equity in losses of
    affiliated companies           1,486     1,097       425       346
   Increase in accrued severance
    pay, net                         451       356       508       152
   Stock-based compensation
    expenses                       4,341     7,967       538     1,767
   Amortization of senior
    convertible notes discount
    and deferred charges and
    income from redemption of
    senior convertible notes         142       203       (11)       52
   Decrease (increase) in
    accrued interest on
    marketable securities, bank
    deposits and structured
    notes                            125      (427)      922       (92)
   Decrease (increase) in
    deferred tax assets             (169)    2,390      (169)    2,021
   Decrease (increase) in trade
    receivables, net              (3,960)    5,014     6,267     3,987
   Decrease (increase) in other
    receivables and prepaid
    expenses                         450    (1,596)    2,729      (867)
   Increase in inventories        (1,840)   (2,643)     (508)     (970)
   Increase in trade payables      2,728     1,263     1,069     2,085
   Increase (decrease) in other
    payables and accrued
    expenses                         333    (5,181)   (3,668)   (2,413)
                                --------  --------  --------  --------

 Net cash provided by operating
  activities                      16,411    12,386     9,409     8,964
                                --------  --------  --------  --------

 Cash flows from investing
  activities:
 -------------------------
  Investment in short-term bank
   deposits                     (100,609)  (18,065)   (8,500)  (18,065)
  Investment in long-term bank
   deposits                         (255)  (11,000)       --        --
  Proceeds from sale and
   maturity of marketable
   securities                     17,000    31,600        --     9,000
  Proceeds from bank deposits     90,142    28,700    55,503        --
  Investments in companies, net   (1,330)   (1,003)       40        --
  Payment for acquisition of
   CTI Squared*)                  (5,000)   (4,897)       --        --
  Purchase of property and
   equipment                      (3,158)   (2,629)     (265)     (574)
  Purchase of marketable
   securities                    (16,795)       --        --        --
  Proceed from structured notes
   called by the bank                 --    10,000        --    10,000
                                --------  --------  --------  --------

 Net cash provided by (used in)
  investing activities           (20,005)   32,706    46,778       361
                                --------  --------  --------  --------

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

                                    Year ended      Three months ended
                                   December 31,        December 31,
                                ------------------  ------------------
                                  2008      2007      2008      2007
                                --------  --------  --------  --------
                                    (Unaudited)         (Unaudited)
                                ------------------  ------------------
 Cash flows from financing
  activities:
 -------------------------
  Repurchase of shares           (13,747)       --        --        --
  Repurchase of Senior
   convertible notes             (50,240)       --   (50,240)
  Increase in current maturities
   of long-term bank loans         6,000        --        --        --
  Long-term bank loans received   24,000        --        --        --
  Repayment of loan from bank     (2,250)       --    (1,500)       --
  Proceeds from issuance of
   shares upon exercise of
   options and employee stock
   purchase plan                   1,547     4,800        --       158
                                --------  --------  --------  --------

  Net cash provided by (used in)
   financing activities          (34,690)    4,800   (51,740)      158
                                --------  --------  --------  --------

  Increase (decrease) in cash
   and cash equivalents          (38,284)   49,892     4,447     9,483
  Cash and cash equivalents at
   the beginning of the period    75,063    25,171    32,332    65,580
                                --------  --------  --------  --------

  Cash and cash equivalents at
   the end of the period        $ 36,779  $ 75,063  $ 36,779  $ 75,063
                                ========  ========  ========  ========

 *) Excluding cash and cash equivalents


            

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