- Report of Foreign Issuer (6-K)
February 12 2009 - 4:25PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of
February, 2009
Scopus Video Networks
Ltd.
(Translation
of registrant’s name into English)
10 Ha'amal St., Park Afek, Rosh Ha'ayin 48092
(Address of principal executive offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
o
Indicate by check mark whether the registrant
by furnishing the information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes
o
No
x
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82-
N/A
Attached hereto and incorporated by
reference herein is a copy of Scopus’ press release, dated February 12, 2009,
announcing Fourth Quarter and Full Year 2008 Results.
The press release contains non-GAAP
financial measures. In this regard, GAAP refers to generally accepted accounting
principles in the United States. Pursuant to regulations promulgated by the Securities and
Exchange Commission, the Company has provided reconciliations within the press release of
the non-GAAP financial measures to the most directly comparable GAAP financial measures.
The pro-forma results provided in the
press release exclude the cost of options. Due to recent changes in US GAAP regulations,
in accordance with FAS123R guidelines, from the first quarter of 2006 and onwards, we have
been implementing and recording options expenses as part of our P&L, management
believes that the presentation of the pro forma information provides investors with a
better understanding of Scopus’ financial results going forward and assists investors
in comparing Scopus’ historical, current and future expected results.
This Form 6-K is hereby incorporated
by reference into Scopus Video Networks Ltd.‘s, Registration Statement on Form S-8
(Registration No. 333-133995) and into Scopus Video Networks Ltd.‘s registration
statement on Form F-3, filed with the Securities and Exchange Commission on October 16,
2007 (File No. 333-146745 ).
2
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.
|
|
|
SCOPUS VIDEO NETWORKS LTD.
(Registrant)
By: /s/ Yaron Simler
——————————————
Yaron Simler
Chief Executive Officer
|
Date: February 12, 2009
3
Scopus Reports Fourth
Quarter and Full Year 2008 Results
– Strong sales lead to record revenue in Q4; 32% growth in annual revenue for
2008 –
TEL – AVIV, February 12, 2009
– Scopus Video Networks Ltd. (NASDAQ: SCOP)
, a provider of digital video
networking products, today announced its results for the fourth quarter and full year of
2008.
Fourth quarter
highlights:
|
|
—
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Total
revenues reached a record $20.3 million, a 22% year over year increase
|
|
|
—
|
Record
pro-forma net profit of $1.2 million (excluding the cost of options and expenses related
to Harmonic and Optibase transactions), net loss on a GAAP basis of $0.2 million.
|
|
|
—
|
Positive
operating cash flow of $1.5 million
|
|
|
—
|
Signing
of Definitive Agreement with Harmonic to acquire Scopus
|
Fourth Quarter Results
Summary
Revenues
for the fourth
quarter totaled $20.3 million, a 2% sequential increase from the $19.9 million revenues in
the prior quarter, and a 22% increase over the $16.5 million reported for the fourth
quarter of 2007. The breakdown of revenue by region was 39% in EMEA, 16% in Asia and the
Pacific Rim, and 45% in the Americas.
Gross profit
for the fourth
quarter of 2008 was $9.7 million compared with $10.1 million in the prior quarter, and
$7.7 million in the fourth quarter of 2007. Gross profit as a percentage of revenues was
48%.
Net loss on a GAAP
basis for
the fourth quarter of 2008 was $0.2 million, or $0.02 loss per share, compared with a net
profit of $0.5 million, or $0.04 profit per share, in the prior quarter and a net loss of
$0.3 million, or $0.02 loss per share in the fourth quarter of 2007. The results for the
quarter ended 31 December, 2008 included a charge of $1.1 million of costs relating to the
Harmonic transaction, and the now-cancelled Optibase transaction.
4
Pro-forma net profit
for
the fourth quarter of 2008, which excludes expenses related to stock based
compensation as defined under FAS123R and the above-mentioned $1.1 million charge, was a
record $1.2 million, or $0.09 profit per diluted share. This is compared to a net profit
(which only excludes expenses related to stock based compensation as defined under
FAS123R) of $0.9 million, or $0.06 per diluted share, in the third quarter of 2008, and a
net profit of $0.2 million, or $0.01 profit per share, in the fourth quarter of 2007.
The Company generated a positive
operating cash flow of $1.5 million during the quarter, and ended the fourth quarter with
cash and cash equivalents plus short term investments and trading securities of $36.1
million. This is compared with $34.6 million on September 30th, 2008.
Full Year 2008 Results
Revenue
for the full year of
2008 was $75.7 million, a 32% increase from $57.5 million in 2007.
Gross profit
for
the year was $37.1 million compared with $27.6 million in 2007. Gross profit, as a
percentage of revenues, for the full year was 49% compared with 48% last year.
Net
profit
on a GAAP basis for the full year of 2008 was $0.3 million, or $0.02 profit per
share, compared with a loss of $2.7 million in 2007.
Pro-forma net profit
for the
year excluding $1.4 million of FAS123R expenses and $1.1 million in costs relating to the
Optibase and Harmonic transactions, was $2.9 million or $0.20 profit per diluted share,
compared with a pro-forma net loss in 2007 of $0.9 million, or $0.07 loss per share.
“Our results for the fourth
quarter culminate a strong year in which we saw a continued sequential growth in our
revenues and improved our business fundamentals. It was also a year in which we saw a
positive operating cash flow and were profitable on both a GAAP and pro-forma basis,”
commented Dr. Yaron Simler, CEO of Scopus. “We are pleased with the shareholder
approval of the Harmonic transaction and expect closing to take place in early March 2009.
We believe that the combined forces of Harmonic and Scopus, will enable us to emerge as a
powerful and leading entity in the digital video network space.”
5
Concluded Dr. Simler, “I am also
pleased with the achievements of Scopus in the last two years during my tenure as CEO.
During this time, the Company became profitable, experiencing double digit year over year
revenue growth, and ended 2008 with revenue of $75 million.”
The press release contains non-GAAP
financial measures. In this regard, GAAP refers to generally accepted accounting
principles in the United States. Pursuant to regulations promulgated by the Securities and
Exchange Commission, the Company has provided reconciliations within the press release of
the non-GAAP financial measures to the most directly comparable GAAP financial measures.
The pro-forma results provided in the
press release exclude the cost of options. Due to recent changes in US GAAP regulations,
in accordance with FAS123R guidelines, from the first quarter of 2006 and onwards, we have
been implementing and recording options expenses as part of our P&L, management
believes that the presentation of the pro forma information provides investors with a
better understanding of Scopus’ financial results going forward and assists investors
in comparing Scopus’ historical, current and future expected results.
A replay of the call will also be
available from the day after the call in the investor relations section of Scopus’
website at
www.scopus.net
.
About Scopus Video
Networks:
Scopus Video Networks (NASDAQ:SCOP) develops,
markets, and supports digital video networking solutions that enable network operators to
offer advanced video services to their subscribers. Scopus’ solutions support digital
television, HDTV, live event coverage, and content distribution.
6
Scopus’ comprehensive digital
video networking solutions offer intelligent video gateways, encoders, decoders, and
network management platforms. Scopus’ solutions are designed to allow network
operators to increase service revenues, improve customer retention, and minimize capital
and operating expenses.
Scopus’ customers include
satellite, cable, and terrestrial operators, broadcasters and telecom service providers.
Scopus’ solutions are used by hundreds of network operators worldwide. For more
information visit:
www.scopus.net
Moshe
Eisenberg
CFO
Tel: +972-3-900 7100
Moshee@scopus.net
|
This press release contains
forward-looking statements concerning our marketing and operations plans. All statements
other than statements of historical fact are statements that could be deemed
forward-looking statements. All forward-looking statements in this press release are made
based on management’s current expectations and estimates, which involve risks,
uncertainties and other factors that could cause results to differ materially from those
expressed in forward-looking statements. These statements involve a number of risks and
uncertainties including, but not limited to, risks related to the evolving market for
digital video in general and the infancy of the video-over-IP in particular and the
ability to successfully demonstrate to service providers integrated solutions, general
economic conditions and other risk factors. Scopus does not undertake any obligation to
update forward-looking statements made herein.
** Tables to follow **
7
SCOPUS VIDEO NETWORKS
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
|
|
December 31,
|
|
|
2008
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
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ASSETS
|
|
|
|
|
|
|
|
|
|
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|
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CURRENT ASSETS:
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
33,717
|
|
$
|
23,090
|
|
|
Short-term deposits
|
|
|
|
-
|
|
|
7,227
|
|
|
Trading securities
|
|
|
|
2,333
|
|
|
5,230
|
|
|
Trade accounts receivable (net of allowance for doubtful
|
|
|
|
accounts of $93 and $152 respectively)
|
|
|
|
10,363
|
|
|
12,409
|
|
|
Inventories
|
|
|
|
13,761
|
|
|
7,774
|
|
|
Other receivables and current assets
|
|
|
|
2,101
|
|
|
2,151
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
|
62,275
|
|
|
57,881
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
|
4,317
|
|
|
3,453
|
|
|
|
|
|
|
|
|
Deposits in general severance fund
|
|
|
|
171
|
|
|
230
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
132
|
|
|
105
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
$
|
66,895
|
|
$
|
61,669
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
|
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SHAREHOLDERS EQUITY
|
|
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CURRENT LIABILITIES:
|
|
|
|
Trade accounts payable
|
|
|
$
|
7,590
|
|
$
|
6,221
|
|
|
Other payables and current liabilities
|
|
|
|
12,527
|
|
|
11,184
|
|
|
|
|
|
|
|
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Total current liabilities
|
|
|
|
20,117
|
|
|
17,405
|
|
|
|
|
|
|
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|
Liabilities for vacation and severance pay
|
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|
|
1,921
|
|
|
1,945
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY:
|
|
|
|
Ordinary shares
|
|
|
|
4,614
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|
|
4,517
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Additional paid-in capital
|
|
|
|
79,514
|
|
|
77,428
|
|
|
Other comprehensive income
|
|
|
|
81
|
|
|
72
|
|
|
Accumulated deficit
|
|
|
|
(39,352
|
)
|
|
(39,698
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)
|
|
|
|
|
|
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|
TOTAL SHAREHOLDERS' EQUITY
|
|
|
|
44,857
|
|
|
42,319
|
|
|
|
|
|
|
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
$
|
66,895
|
|
$
|
61,669
|
|
|
|
|
|
|
|
8
SCOPUS VIDEO NETWORKS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands, except share and per share data)
|
|
Year ended December 31,
|
Three month ended December 31,
|
|
|
2 0 0 8
|
2 0 0 7
|
2 0 0 8
|
2 0 0 7
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$
|
75,654
|
|
$
|
57,477
|
|
$
|
20,252
|
|
$
|
16,533
|
|
|
Cost of revenues
|
|
|
|
38,541
|
|
|
29,901
|
|
|
10,531
|
|
|
8,839
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
37,113
|
|
|
27,576
|
|
|
9,721
|
|
|
7,694
|
|
|
Research and development expenses, net of grants from the OCS
|
|
|
|
13,735
|
|
|
10,675
|
|
|
3,315
|
|
|
2,867
|
|
|
Sales and marketing expenses
|
|
|
|
17,579
|
|
|
15,601
|
|
|
4,453
|
|
|
3,983
|
|
|
General and administrative expenses
|
|
|
|
5,285
|
|
|
5,692
|
|
|
1,472
|
|
|
1,579
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
|
514
|
|
|
(4,392
|
)
|
|
481
|
|
|
(735
|
)
|
|
Other expenses*
|
|
|
|
1,118
|
|
|
-
|
|
|
1,118
|
|
|
-
|
|
|
Financing income, net
|
|
|
|
1,036
|
|
|
1,673
|
|
|
464
|
|
|
468
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
|
432
|
|
|
(2,719
|
)
|
|
(173
|
)
|
|
(267
|
)
|
|
Income tax expense
|
|
|
|
(86
|
)
|
|
(58
|
)
|
|
(54
|
)
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss)
|
|
|
|
346
|
|
|
(2,777
|
)
|
|
(227
|
)
|
|
(259
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per ordinary share
|
|
|
|
0.02
|
|
|
(0.20
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings (loss) per ordinary share
|
|
|
|
0.02
|
|
|
(0.20
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares used in basic net
|
|
|
|
earnings (loss) per ordinary share computation
|
|
|
|
14,040,617
|
|
|
13,595,346
|
|
|
14,055,348
|
|
|
13,848,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares used in diluted net
|
|
|
|
earnings (loss) per ordinary share computation
|
|
|
|
14,188,364
|
|
|
13,595,346
|
|
|
14,055,348
|
|
|
13,848,635
|
|
|
|
|
|
|
|
|
|
|
|
* Includes a charge of $1.1 million of costs relating to the Optibase and Harmonic transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Office
|
Americas
|
|
Scopus Video Networks Ltd.
|
Scopus Video Networks Inc.
|
|
10 Ha'amal St, Park-Afek, Rosh-Ha'ayin 48092, Israel
|
3 Independence Way, Princeton, New-Jersey 08540
|
|
Tel: + 972-3-9007777, Fax: + 972-3-9007888
|
Tel: (609) 987-8090, Fax: (609) 987-8095
|
|
E-mail:
info@scopus.net
www.scopus.net
|
E-mail:
info@scopususa.com
www.scopususa.com
|
9
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