6-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2020

Commission file number: 0-30324

RADWARE LTD.

(Name of registrant)

22 Raoul Wallenberg Street, Tel Aviv 6971917, 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 ☒      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): ☐

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CONTENTS

This report on Form 6-K of Radware Ltd. consists of the following documents, which are attached hereto and incorporated by reference herein:

1.	Radware Announces Fourth Quarter and Full Year 2019 Earnings, dated February 12, 2020

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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.

	RADWARE LTD.
Date: February 12, 2020	By:	/s/ Doron Abramovitch
		Doron Abramovitch
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	Radware Announces Fourth Quarter and Full Year 2019 Earnings

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Exhibit 99.1

RADWARE ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 EARNINGS

Fourth Quarter 2019 Results and Financial Highlights

•	Record Revenues of $67.4 million, up 6% from the fourth quarter of 2018
•	Non-GAAP operating income and margin of $9.5 million and 14%, respectively
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•	Non-GAAP EPS of $0.23; GAAP EPS of $0.15
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Full Year 2019 Results and Financial Highlights

•	Record Revenues of $252.1 million, up 8% from 2018
•	Non-GAAP operating income and margin of $33.5 million and 13%, respectively
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•	Non-GAAP EPS of $0.84, up 53% from 2018; GAAP EPS of $0.47
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•	Net cash provided by operating activities of $53 million
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TEL AVIV, ISRAEL, FEBRUARY 12, 2020— Radware^®^ (NASDAQ: RDWR), a leading provider of cyber security and application delivery solutions, today announced its consolidated financial results for the quarter and year ended December 31, 2019.

“We are pleased with our performance in the fourth quarter, with record quarterly bookings and revenues,” said Roy Zisapel, Radware’s President & CEO. “Radware today is at a stronger financial, technological and competitive position than it has ever been. The intensity and complexity of the cyber-attacks landscape continue to drive demand for managed security services and strong growth in our cloud and subscriptions business. We look forward to continuing to bring value to our customers as we address additional cyber security challenges, while delivering growth and profitability.”

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Financial Highlights for the Fourth Quarter of 2019

Revenues for the fourth quarter of 2019 totaled $67.4 million, up 6% from revenues of $63.8 million for the fourth quarter of 2018:

•	Revenues in the Americas region were $29.7 million for the fourth quarter of 2019, up 7% compared to revenues of $27.7 million in the fourth quarter of 2018.
•	Revenues in the APAC region were $17.1 million for the fourth quarter of 2019, up 32% from revenues of $12.9 million in the fourth quarter of 2018.
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•	Revenues in the EMEA region were $20.6 million for the fourth quarter of 2019, down 11% from revenues of $23.2 million in the fourth quarter of 2018.
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Net income on a GAAP basis for the fourth quarter of 2019 was $7.3 million, or $0.15 per diluted share, compared with net income of $7.9 million, or $0.16 per diluted share, for the fourth quarter of 2018.

Non-GAAP net income for the fourth quarter of 2019 was $10.9 million, or $0.23 per diluted share, compared with non- GAAP net income of $11.4 million, or $0.24 per diluted share, for the fourth quarter of 2018.

Financial Highlights for the Full Year of 2019

Revenues for the full year of 2019 totaled $252.1 million, up 8% from revenues of $234.4 million for the full year of 2018:

•	Revenues in the Americas region were $106.4 million for the full year of 2019, up 4% from revenues of $102.5 in the full year of 2018.
•	Revenues in the APAC region were $70.4 million for the full year of 2019, up 25% from revenues of $56.2 in the full year of 2018.
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•	Revenues in the EMEA region were $75.3 million for the full year of 2019, down 1% from revenues of $75.8 in the full year of 2018.
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Net income on a GAAP basis for the full year of 2019 was $22.6 million, or $0.47 per diluted share, compared with net income of $11.7 million, or $0.25 per diluted share, for the full year of 2018.

Non-GAAP net income for the full year of 2019 was $40.6 million, or $0.84 per diluted share, compared with non-GAAP net income of $26.0 million, or $0.55 per diluted share, for the full year of 2018.

Non-GAAP results are calculated excluding, as applicable, the impact of stock-based compensation expenses, amortization of intangible assets, acquisition costs, litigation costs, exchange rate differences, net on balance sheet items included in finance income, other gain adjustment and tax effect related to amortization of deferred tax liability related to intangible assets and other gain adjustment. A reconciliation of each of the Company’s non-GAAP measures to the comparable GAAP measure is included at the end of this press release.

As of December 31, 2019, the Company had cash, cash equivalents, short-term and long-term bank deposits and marketable securities of $427.7 million, up from $401.1 million as of December 31, 2018. Net cash provided by operating activities in the fourth quarter of 2019 totaled $4.0 million. Net cash provided by operating activities in the full year of 2019 totaled $52.9 million.

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Conference Call

Radware management will host a call on Wednesday, February 12, 2020 at 8:30 a.m. ET to discuss its fourth quarter and full year 2019 results and the Company’s outlook for the first quarter and full year of 2020.

Participants in the US call: Toll Free 833-241-4257

Participants Internationally call:  +1-647-689-4208

Conference ID: 8198484

A replay will be available for 2 days, starting 2 hours after the end of the call, on telephone number +1-416-621-4642 or (US toll-free) 800-585-8367.

A live webcast of the conference call can also be heard by accessing the Company's website at: http://www.radware.com/IR/. The webcast will remain available for replay during the next 12 months.

Use of Non-GAAP Financial Information

In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), Radware uses non-GAAP measures of gross profit, research and development expense, sales and marketing expense, general and administrative expense, other income, total operating expenses, operating income, financial income, income before taxes on income, taxes on income, net income and earnings per share, which are adjustments from results based on GAAP to exclude stock-based compensation expenses, amortization of intangible assets, acquisition costs, litigation costs, exchange rate differences, net on balance sheet items included in finance income,  other gain adjustment and tax effect related to amortization of deferred tax liability related to intangible assets and other gain adjustment. Management believes that exclusion of these charges allows for meaningful comparisons of operating results across past, present and future periods. Radware’s management believes the non-GAAP financial measures provided in this release are useful to investors for the purpose of understanding and assessing Radware’s ongoing operations. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measures is included with the financial information contained in this press release. Management uses both GAAP and non-GAAP financial measures in evaluating and operating the business and, as such, has determined that it is important to provide this information to investors.

Safe Harbor Statement

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements made herein that are not statements of historical fact, including statements about Radware’s plans, outlook, beliefs or opinions, are forward-looking statements. Generally, forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” For example, when we discuss the strong growth in our cloud and subscriptions business, we are using forward-looking statements. In addition, the announced financial results are preliminary, unaudited and subject to year-end audit adjustment. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware’s current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions and volatility of the market for our products; changes in the competitive landscape; inability to realize our investment objectives; timely availability and customer acceptance of our new and existing products; risks and uncertainties relating to acquisitions or other investments; the impact of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism or the impact of the recent coronavirus outbreak; intense competition in the market for Application Delivery and Network Security solutions and in our industry in general; changes in government regulation; outages, interruptions or delays in hosting services or our internal network system; compliance with open source and third party licenses; the risk that our intangible assets or goodwill may become impaired; our dependence on independent distributors to sell our products; long sales cycles for our solutions; changes in foreign currency exchange rates; outages, interruptions or delays in hosting services or our internal network system; undetected defects or errors in our products or a failure of our products to protect against malicious attacks; the availability of components and manufacturing capacity; the ability of vendors to provide our hardware platforms and components for our main accessories; our ability to protect our proprietary technology; intellectual property infringement claims made by third parties; changes in tax laws; our ability to attract, train and retain highly qualified personnel; and other factors and risks over which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, refer to Radware’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC) and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com

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About Radware

Radware® (NASDAQ: RDWR), is a global leader of cyber security and application delivery solutions for physical, cloud, and software defined data centers. Its award-winning solutions portfolio secures the digital experience by providing infrastructure, application, and corporate IT protection and availability services to enterprises globally. Radware’s solutions empower more than 12,500 enterprise and carrier customers worldwide to adapt to market challenges quickly, maintain business continuity and achieve maximum productivity while keeping costs down. For more information, please visit www.radware.com.

^©^2020 Radware Ltd. All rights reserved. Any Radware products and solutions mentioned in this press release are protected by trademarks, patents and pending patent applications of Radware in the U.S. and other countries. For more details please see: https://www.radware.com/LegalNotice/. All other trademarks and names are property of their respective owners.

CONTACTS<br><br> <br><br><br> <br>Investor Relations:<br><br> <br>Anat Earon-Heilborn<br><br> <br>+972 723917548<br><br> <br>ir@radware.com<br><br> <br><br><br> <br>Media Contacts:<br><br> <br>Deborah Szajngarten<br><br> <br>Radware<br><br> <br>201-785-3206<br><br> <br>deborah.szajngarten@radware.com

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Radware Ltd.
Condensed Consolidated Balance Sheets
(U.S. Dollars in thousands)
	December 31,			December 31,
---	---	---	---	---	---	---
	2019			2018
	(Unaudited)			(Unaudited)
Assets
Current assets
Cash and cash equivalents		40,751			45,203
Available-for-sale marketable securities		36,924			15,742
Short-term bank deposits		100,276			255,454
Trade receivables, net		22,610			17,166
Other receivables and prepaid expenses		8,032			7,071
Inventories		13,940			18,401
		222,533			359,037
Long-term investments
Available-for-sale marketable securities		112,696			84,669
Long-term bank deposits		137,095			-
Severance pay funds		2,300			2,973
		252,091			87,642
Property and equipment, net		22,971			23,677
Intangible assets, net		14,481			9,467
Other long-term assets		24,293			20,724
Operating lease right-of-use assets		18,144			-
Goodwill		41,144			32,174
Total assets		595,657			532,721
Liabilities and shareholders' equity
Current Liabilities
Trade payables		6,878			4,483
Deferred revenues		79,239			83,955
Operating lease liabilities		5,193			-
Other payables and accrued expenses		34,689			29,596
		125,999			118,034
Long-term liabilities
Deferred revenues		50,888			43,796
Operating lease liabilities		13,914			-
Other long-term liabilities		9,525			6,934
		74,327			50,730
Shareholders' equity
Share capital		710			693
Additional paid-in capital		414,581			383,536
Accumulated other comprehensive income (loss), net of tax		1,145			(1,110	)
Treasury stock, at cost		(145,226	)		(120,717	)
Retained earnings		124,121			101,555
Total shareholders' equity		395,331			363,957
Total liabilities and shareholders' equity		595,657			532,721

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Radware Ltd.
Condensed Consolidated Statements of Income
(U.S Dollars in thousands, except share and per share data)
	For the three months ended				For the year ended
---	---	---	---	---	---	---	---	---
	December 31,				December 31,
	2019		2018		2019		2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenues		67,362		63,817		252,072		234,404
Cost of revenues		11,994		11,117		45,174		41,675
Gross profit		55,368		52,700		206,898		192,729
Operating expenses, net:
Research and development, net		16,103		13,945		61,841		57,674
Selling and marketing		29,121		28,137		109,556		111,386
General and administrative		4,375		4,294		18,584		16,145
Total operating expenses, net		49,599		46,376		189,981		185,205
Operating income		5,769		6,324		16,917		7,524
Financial income, net		2,745		2,397		8,792		7,274
Income before taxes on income		8,514		8,721		25,709		14,798
Taxes on income		1,183		778		3,143		3,063
Net income		7,331		7,943		22,566		11,735
Basic net earnings per share		0.16		0.17		0.48		0.26
Weighted average number of shares used to compute basic net earnings per share		46,900,711		46,357,278		46,816,899		45,289,296
Diluted net earnings per share		0.15		0.16		0.47		0.25
Weighted average number of shares used to compute diluted net earnings per share		48,304,507		48,279,751		48,523,120		47,691,868

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Radware Ltd.
Reconciliation of GAAP to Non-GAAP Financial Information
(U.S Dollars in thousands, except share and per share data)
	For the three months ended						For the year ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	December 31,						December 31,
	2019			2018			2019			2018
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
GAAP gross profit		55,368			52,700			206,898			192,729
Stock-based compensation		53			50			224			221
Amortization of intangible assets		486			212			2,304			866
Non-GAAP gross profit		55,907			52,962			209,426			193,816
GAAP research and development, net		16,103			13,945			61,841			57,674
Stock-based compensation		791			694			2,855			3,123
Acquisition costs		-			20			-			20
Non-GAAP Research and development, net		15,312			13,231			58,986			54,531
GAAP selling and marketing		29,121			28,137			109,556			111,386
Stock-based compensation		1,696			1,727			6,954			7,071
Amortization of intangible assets		17			21			69			82
Non-GAAP selling and marketing		27,408			26,389			102,533			104,233
GAAP general and administrative		4,375			4,294			18,584			16,145
Stock-based compensation		742			775			3,032			2,087
Acquisition costs		(18	)		(222	)		246			(222	)
Litigation costs		-			202			883			829
Non-GAAP general and administrative		3,651			3,539			14,423			13,451
GAAP total operating expenses, net		49,599			46,376			189,981			185,205
Stock-based compensation		3,229			3,196			12,841			12,281
Acquisition costs		(18	)		(202	)		246			(202	)
Amortization of intangible assets		17			21			69			82
Litigation costs		-			202			883			829
Non-GAAP total operating expenses, net		46,371			43,159			175,942			172,215
GAAP operating income		5,769			6,324			16,917			7,524
Stock-based compensation		3,282			3,246			13,065			12,502
Acquisition costs		(18	)		(202	)		246			(202	)
Amortization of intangible assets		503			233			2,373			948
Litigation costs		-			202			883			829
Non-GAAP operating income		9,536			9,803			33,484			21,601
GAAP financial income, net		2,745			2,397			8,792			7,274
Other gain adjustment		-			-			(563	)		-
Exchange rate differences, net on balance sheet items included in financial income, net		(148	)		(59	)		2,270			196
Non-GAAP financial income, net		2,597			2,338			10,499			7,470
GAAP income before taxes on income		8,514			8,721			25,709			14,798
Stock-based compensation		3,282			3,246			13,065			12,502
Acquisition costs		(18	)		(202	)		246			(202	)
Amortization of intangible assets		503			233			2,373			948
Litigation costs		-			202			883			829
Other gain adjustment		-			-			(563	)		-
Exchange rate differences, net on balance sheet items included in financial income, net		(148	)		(59	)		2,270			196
Non-GAAP income before taxes on income		12,133			12,141			43,983			29,071
GAAP taxes on income		1,183			778			3,143			3,063
Amortization of deferred tax liability related to intangible assets		39			-			286			-
Tax related to other gain adjustment		-			-			(52	)		-
Non-GAAP taxes on income		1,222			778			3,377			3,063
GAAP net income		7,331			7,943			22,566			11,735
Stock-based compensation		3,282			3,246			13,065			12,502
Acquisition costs		(18	)		(202	)		246			(202	)
Amortization of intangible assets		503			233			2,373			948
Litigation costs		-			202			883			829
Other gain adjustment		-			-			(563	)		-
Exchange rate differences, net on balance sheet items included in financial income, net		(148	)		(59	)		2,270			196
Amortization of deferred tax liability related to intangible assets		(39	)		-			(286	)		-
Tax related to other gain adjustment		-			-			52			-
Non-GAAP net income		10,911			11,363			40,606			26,008
GAAP diluted net earnings per share		0.15			0.16			0.47			0.25
Stock-based compensation		0.07			0.07			0.27			0.26
Acquisition costs		(0.00	)		(0.00	)		0.01			(0.00	)
Amortization of intangible assets		0.01			0.00			0.05			0.02
Litigation costs		0.00			0.00			0.02			0.02
Other gain adjustment		0.00			0.00			(0.01	)		0.00
Exchange rate differences, net on balance sheet items included in financial income, net		(0.00	)		(0.00	)		0.05			0.00
Amortization of deferred tax liability related to intangible assets		(0.00	)		0.00			(0.01	)		0.00
Tax related to other gain adjustment		0.00			0.00			0.00			0.00
Non-GAAP diluted net earnings per share		0.23			0.24			0.84			0.55
Weighted average number of shares used to compute Non-GAAP diluted net earnings per share		48,304,507			48,279,751			48,523,120			47,691,868

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Radware Ltd.
Condensed Consolidated Statements of Cash Flow
(U.S. Dollars in thousands)
	For the three months ended						For the year ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	December 31,						December 31,
	2019			2018			2019			2018
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Cash flow from operating activities:
Net income		7,331			7,943			22,566			11,735
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,789			2,402			11,283			9,782
Stock based compensation		3,282			3,247			13,065			12,503
Amortization of premium, accretion of discounts and accrued interest on available-for-sale marketable securities, net		150			513			618			1,395
Other loss (gain)		26			-			(537	)		-
Accrued interest on bank deposits		596			(962	)		2,123			(2,391	)
Increase in accrued severance pay, net		64			189			888			323
Decrease (increase) in trade receivables, net		(7,557	)		1,325			(2,407	)		(1,169	)
Decrease (increase) in other receivables and prepaid expenses and other long-term assets		(2,599	)		(1,765	)		(7,448	)		2,727
Decrease in inventories		1,143			2,062			4,461			371
Decrease (increase) in trade payables		2,873			(941	)		2,338			(884	)
Increase (decrease) in deferred revenues		(6,416	)		10,048			2,260			14,440
Increase in other payables and accrued expenses		2,168			1,636			2,679			419
Operating lease liabilities, net		109			-			963			-
Net cash provided by operating activities		3,959			25,697			52,852			49,251
Cash flows from investing activities:
Purchase of property and equipment		(2,002	)		(3,998	)		(8,155	)		(8,869	)
Proceeds from (investment in) other long-term assets, net		(7	)		-			4			40
Proceeds from (investment in) bank deposits, net		2,187			(29,935	)		15,960			(71,002	)
Investment in sale, redemption of and purchase of available-for-sale marketable securities ,net		(1,131	)		(2,765	)		(46,363	)		(5,672	)
Payment for acquisition of subsidiary, net of cash acquired		-			-			(12,239	)		-
Net cash used in investing activities		(953	)		(36,698	)		(50,793	)		(85,503	)
Cash flows from financing activities:
Proceeds from exercise of stock options		3,406			2,224			17,999			21,803
Repayment of contingent consideration		-			(1,310	)		-			(1,310	)
Repurchase of shares		(5,616	)		(4,275	)		(24,510	)		(4,275	)
Net cash provided by (used in) financing activities		(2,210	)		(3,361	)		(6,511	)		16,218
Increase (decrease) in cash and cash equivalents		796			(14,362	)		(4,452	)		(20,034	)
Cash and cash equivalents at the beginning of the period		39,955			59,565			45,203			65,237
Cash and cash equivalents at the end of the period		40,751			45,203			40,751			45,203

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