Radware Ltd 6-K, filed May 6, 2020

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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 May 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 First Quarter 2020 Earnings, dated May 6, 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: May 6, 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 First Quarter 2020<br> Earnings

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Exhibit 99.1

RADWARE ANNOUNCES FIRST QUARTER 2020 EARNINGS

First Quarter 2020 Results and Financial Highlights

•	Revenues of $60.0 million; down 2% year over year
•	Non-GAAP EPS of $0.14; GAAP EPS of $0.05
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•	Net cash provided by operating activities of $21 million for the first quarter, and $50 million for the last twelve months
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•	Total deferred revenue, as defined by the company, balance of $181 million, up 14% from last year
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TEL AVIV, ISRAEL, MAY 6, 2020— Radware^®^ (NASDAQ: RDWR), a leading provider of cyber security and application delivery solutions, today announced its consolidated financial results for the quarter ended March 31, 2020.

“Radware entered the COVID-19 crisis in a strong position, and continues to execute on its strategy and pursue its long-term goals through it,“ said Roy Zisapel, Radware’s President & CEO. “Our performance in the first quarter reflects solid revenue and profitability and strong cash generation. We believe that with our strong customer base, large and growing subscription business, superior cloud security offering, and solid cash position, we are well-positioned to navigate this unprecedented crisis and resume long-term growth.”

Financial Highlights for the First Quarter of 2020

Revenues for the first quarter of 2020 totaled $60.0 million, down 2% from revenues of $61.4 million for the first quarter of 2019:

•	Revenues in the Americas region were $29.2 million for the first quarter of 2020, up 19% compared to revenues of $24.7 million in the first quarter of 2019.
•	Revenues in the EMEA region were $18.2 million for the first quarter of 2020, down 1% from revenues of $18.4 million in the first quarter of 2019.
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•	Revenues in the APAC region were $12.6 million for the first quarter of 2020, down 31% from revenues of $18.4 million in the first quarter of 2019.
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Net income on a GAAP basis for the first quarter of 2020 was $2.6 million, or $0.05 per diluted share, compared with net income of $4.4 million, or $0.09 per diluted share, for the first quarter of 2019.

Non-GAAP net income for the first quarter of 2020 was $6.6 million, or $0.14 per diluted share, compared with non- GAAP net income of $8.9 million, or $0.18 per diluted share, for the first quarter of 2019.

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 loss adjustment and tax effect related to amortization of deferred tax liability related to intangible assets and other loss 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.

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As of March 31, 2020, the Company had cash, cash equivalents, short-term and long-term bank deposits and marketable securities of $427.3 million. Net cash provided by operating activities in the first quarter of 2020 totaled $21.0 million. Net cash spent on share repurchases in the first quarter of 2020 totaled $18.7 million.

Share Repurchase Plan

The Company also announced that its Board of Directors has authorized a new, one-year plan to repurchase up to $40 million of its issued and outstanding ordinary shares. Combined with the remaining availability on its stock repurchase plan announced on March 20, 2020, the Company is authorized to purchase up to $57 million of its shares. The Company currently has Israeli court approval for approximately $17 million of repurchases until July 15, 2020 and intends to request additional approvals and extensions as required by Israeli law. The new repurchase plan authorizes management to repurchase ordinary shares, from time to time, in open market transactions, in privately negotiated transactions or in other legally permissible ways depending on market conditions, share price, trading volume and other factors. Such repurchases will be made in accordance with applicable U.S. securities laws and regulations, including Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and applicable Israeli law. The Company may repurchase all or a portion of the authorized repurchase amount pursuant to a plan that is compliant with Rule 10b5-1 of the Exchange Act that is designed to facilitate these purchases. The share repurchase plan does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time at management’s discretion.

Conference Call

Radware management will host a call on Wednesday, May 6, 2020 at 8:30 a.m. ET to discuss its first quarter 2020 results and the Company’s outlook for the second quarter of 2020.

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

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

Conference ID: 4495924

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, 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 loss adjustment and tax effect related to amortization of deferred tax liability related to intangible assets and other loss 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.

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The Company defines Total Deferred Revenue as short term and long term deferred revenues presented on its balance sheet, plus billed amounts that were uncollected and offset against the balance sheet accounts receivables.

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.” 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; natural disasters and public health crises, such as the coronavirus disease 2019 (COVID-19) pandemic; our ability to expand our operations effectively; timely availability and customer acceptance of our new and existing solutions; 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; intense competition in the market for cyber security and application delivery solutions and in our industry in general and changes in the competitive landscape; 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; 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 realize our investment objectives for our cash and liquid investments; 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.

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)
	March 31,			December 31,
---	---	---	---	---	---	---
	2020			2019
	(Unaudited)			(Unaudited)
Assets
Current assets
Cash and cash equivalents		40,207			40,751
Marketable securities		52,259			36,924
Short-term bank deposits		76,823			100,276
Trade receivables, net		26,639			22,610
Other receivables and prepaid expenses		7,342			7,469
Inventories		14,854			13,940
		218,124			221,970
Long-term investments
Marketable securities		92,711			112,696
Long-term bank deposits		165,250			137,095
Severance pay funds		2,091			2,300
		260,052			252,091
Property and equipment, net		23,291			22,971
Other long-term assets		25,914			24,398
Operating lease right-of-use assets		25,169			18,144
Goodwill and intangible assets, net		55,127			55,625
Total assets		607,677			595,199
Liabilities and shareholders' equity
Current Liabilities
Trade payables		4,899			6,315
Deferred revenues		90,415			79,239
Operating lease liabilities		4,854			5,193
Other payables and accrued expenses		34,173			34,794
		134,341			125,541
Long-term liabilities
Deferred revenues		59,742			50,888
Operating lease liabilities		20,440			13,914
Other long-term liabilities		9,532			9,525
		89,714			74,327
Shareholders' equity
Share capital		712			710
Additional paid-in capital		419,804			414,581
Accumulated other comprehensive income, net of tax		306			1,145
Treasury stock, at cost		(163,895	)		(145,226	)
Retained earnings		126,695			124,121
Total shareholders' equity		383,622			395,331
Total liabilities and shareholders' equity		607,677			595,199

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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
	March 31,
	2020		2019
	(Unaudited)		(Unaudited)
Revenues		60,012		61,397
Cost of revenues		10,689		11,009
Gross profit		49,323		50,388
Operating expenses, net:
Research and development, net		15,832		15,230
Selling and marketing		28,202		26,661
General and administrative		4,712		4,764
Total operating expenses, net		48,746		46,655
Operating income		577		3,733
Financial income, net		2,724		1,791
Income before taxes on income		3,301		5,524
Taxes on income		727		1,156
Net income		2,574		4,368
Basic net earnings per share		0.05		0.09
Weighted average number of shares used to compute basic net earnings per share		46,921,344		46,612,325
Diluted net earnings per share		0.05		0.09
Weighted average number of shares used to compute diluted net earnings per share		48,225,688		48,572,366

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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
	March 31,
	2020			2019
	(Unaudited)			(Unaudited)
GAAP gross profit		49,323			50,388
Stock-based compensation		38			55
Amortization of intangible assets		498			411
Non-GAAP gross profit		49,859			50,854
GAAP research and development, net		15,832			15,230
Stock-based compensation		809			710
Non-GAAP Research and development, net		15,023			14,520
GAAP selling and marketing		28,202			26,661
Stock-based compensation		1,886			1,569
Amortization of intangible assets		-			17
Non-GAAP selling and marketing		26,316			25,075
GAAP general and administrative		4,712			4,764
Stock-based compensation		903			767
Acquisition costs		-			264
Litigation costs		119			82
Non-GAAP general and administrative		3,690			3,651
GAAP total operating expenses, net		48,746			46,655
Stock-based compensation		3,598			3,046
Amortization of intangible assets		-			17
Acquisition costs		-			264
Litigation costs		119			82
Non-GAAP total operating expenses, net		45,029			43,246
GAAP operating income		577			3,733
Stock-based compensation		3,636			3,101
Amortization of intangible assets		498			428
Acquisition costs		-			264
Litigation costs		119			82
Non-GAAP operating income		4,830			7,608
GAAP financial income, net		2,724			1,791
Other loss adjustment		247			-
Exchange rate differences, net on balance sheet items included in financial income, net		(307	)		631
Non-GAAP financial income, net		2,664			2,422
GAAP income before taxes on income		3,301			5,524
Stock-based compensation		3,636			3,101
Amortization of intangible assets		498			428
Acquisition costs		-			264
Litigation costs		119			82
Other loss adjustment		247			-
Exchange rate differences, net on balance sheet items included in financial income, net		(307	)		631
Non-GAAP income before taxes on income		7,494			10,030
GAAP taxes on income		727			1,156
Tax related adjustments		122			-
Non-GAAP taxes on income		849			1,156
GAAP net income		2,574			4,368
Stock-based compensation		3,636			3,101
Amortization of intangible assets		498			428
Acquisition costs		-			264
Litigation costs		119			82
Other loss adjustment		247			-
Exchange rate differences, net on balance sheet items included in financial income, net		(307	)		631
Tax related adjustments		(122	)		-
Non-GAAP net income		6,645			8,874
GAAP diluted net earnings per share		0.05			0.09
Stock-based compensation		0.08			0.06
Amortization of intangible assets		0.01			0.01
Acquisition costs		0.00			0.01
Litigation costs		0.00			0.00
Other loss adjustment		0.01			0.00
Exchange rate differences, net on balance sheet items included in financial income, net		(0.01	)		0.01
Tax related adjustments		(0.00	)		0.00
Non-GAAP diluted net earnings per share		0.14			0.18
Weighted average number of shares used to compute Non-GAAP diluted net earnings per share		48,225,688			48,572,366

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Radware Ltd.
Condensed Consolidated Statements of Cash Flow
(U.S. Dollars in thousands)
	For the three months ended
	March 31,
	2020			2019
	(Unaudited)			(Unaudited)
Cash flow from operating activities:
Net income		2,574			4,368
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,630			2,687
Stock-based compensation		3,636			3,101
Amortization of premium, accretion of discounts and accrued interest on marketable securities, net		196			178
Loss related to securities, net		163			0
Accrued interest on bank deposits		(195	)		(829	)
Increase in accrued severance pay, net		216			868
Decrease (increase) in trade receivables, net		(4,029	)		3,170
Increase in other receivables and prepaid expenses and other long-term assets		(459	)		(1,965	)
Decrease (increase) in inventories		(914	)		1,216
Increase in trade payables		(1,416	)		(710	)
Increase in deferred revenues		20,030			11,020
Increase (decrease) in other payables and accrued expenses		(621	)		9
Operating lease liabilities, net		(838	)		375
Net cash provided by operating activities		20,973			23,488
Cash flows from investing activities:
Purchase of property and equipment		(2,452	)		(1,961	)
Investment in other long-term assets, net		(2	)		(29	)
Investment in bank deposits, net		(4,506	)		(82	)
Proceeds from (investment in) sale, redemption of and purchase of marketable securities ,net		2,523			(9,661	)
Payment for acquisition of subsidiary, net of cash acquired		0			(12,282	)
Net cash used in investing activities		(4,437	)		(24,015	)
Cash flows from financing activities:
Proceeds from exercise of stock options		1,589			7,733
Repurchase of shares		(18,669	)		(48	)
Net cash provided by (used in) financing activities		(17,080	)		7,685
Increase (decrease) in cash and cash equivalents		(544	)		7,158
Cash and cash equivalents at the beginning of the period		40,751			45,203
Cash and cash equivalents at the end of the period		40,207			52,361

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