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

of the Securities Exchange Act of 1934

For the Month of July 2020

Commission file number 0-30070

AUDIOCODES LTD.

(Translation of registrant’s name into English)

1 Hayarden Street • Airport City, Lod 7019900 • 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 x 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): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On July 28, 2020, AudioCodes Ltd. (the “Registrant”) issued a press release announcing financial results for the second quarter of 2020. A copy of this press release is attached hereto as Exhibit 1 and incorporated by reference herein.

The information set forth in (a) the first, second, third, sixth and seventh paragraphs following the heading “Details” of and (b) the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows contained in, the press release attached as Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form F-3ASR, File No. 333-238867; (ii) the Registrant’s Registration Statement on Form S-8, File No. 333-11894; (iii) the Registrant’s Registration Statement on Form S-8, File No. 333-13268; (iv) the Registrant’s Registration Statement on Form S-8, File No. 333-105473; (v) the Registrant’s Registration Statement on Form S-8, File No. 333-144825; (vi) the Registrant’s Registration Statement on Form S-8, File No. 333-160330; (vii) the Registrant’s Registration Statement on Form S-8, File No. 333-170676; (viii) the Registrant’s Registration Statement on Form S-8, File No. 333-190437; (ix) the Registrant’s Registration Statement on Form S-8, File No. 333-210438; and (x) the Registrant’s Registration Statement on Form S-8, File No. 333-230388.

SIGNATURE

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.

	AUDIOCODES LTD.
	(Registrant)


	By:	/s/ NIRAN BARUCH
		Niran Baruch
		Vice President Finance and
		Chief Financial Officer

Dated: July 28, 2020

EXHIBIT INDEX

Exhibit No.		Description
1		Press release, dated July 28, 2020, announcing financial results for the second quarter of 2020.

Exhibit 1

AudioCodes Press Release

P R E S S R E L E A S E

Company Contacts

IR Agency Contact

Niran Baruch,
VP Finance & Chief Financial Officer

AudioCodes

Tel: +972-3-976-4000
Niran.baruch@audiocodes.com

Shirley Nakar,
Director, Investor Relations
AudioCodes

Tel: +972-3-976-4000

shirley@audiocodes.com

Brett Maas,

Managing Director

Hayden IR

Tel: +1-646-536-7331

brett@haydenir.com

AudioCodes Reports Second Quarter 2020 Results

Lod, Israel – July 28, 2020 - AudioCodes (NASDAQ: AUDC) Press Release

Second Quarter Highlights

Quarterly revenues increased by 8.1% year-over-year to $53.5 million;

Quarterly service revenues increased by 3% year-over-year to $17.1 million;

Quarterly UC-SIP revenues increased more than 20% year-over-year;

GAAP results:

Quarterly GAAP gross margin percentage was 66.7%;

Quarterly GAAP operating margin percentage was 16.5%;

Quarterly GAAP net income was $6.6 million, or $0.21 per diluted share;

Non-GAAP results:

Quarterly Non-GAAP gross margin percentage was 66.9%;

Quarterly Non-GAAP operating margin percentage was 20.1%;

Quarterly Non-GAAP net income was $10.5 million, or $0.32 per diluted share;

Net cash provided by operating activities was $10.7 million for the quarter;

$85.4 million in new capital, net of expenses of the offering, raised through public offering of ordinary shares.

Details

AudioCodes, a leading vendor of advanced communications software, products and productivity solutions for the digital workplace, today announced financial results for the second quarter ended June 30, 2020.


AudioCodes Reports Second Quarter 2020 Results		Page 1 of 10

AudioCodes Press Release

Revenues for the second quarter of 2020 were $53.5 million compared to $52.0 million for the first quarter of 2020 and $49.5 million for the second quarter of 2019.

Net income was $6.6 million, or $0.21 per diluted share, for the second quarter of 2020, compared to $4.8 million, or $0.16 per diluted share, for the second quarter of 2019.

On a Non-GAAP basis, net income was $10.5 million, or $0.32 per diluted share, for the second quarter of 2020 compared to $6.8 million, or $0.22 per diluted share, for the second quarter of 2019.

Non-GAAP net income excludes: (i) share-based compensation expenses; (ii) amortization expenses related to intangible assets; (iii) expenses or income related to revaluation of an earn-out liability in connection with the acquisition of Active Communications Europe; (iv) financial income or expenses related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies and (v) non-cash deferred tax expenses. A reconciliation of net income on a GAAP basis to a non-GAAP basis is provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

During the second quarter of 2020 the Company raised approximately $85.4 million in net proceeds from the public offering of 2,600,000 ordinary shares at a purchase price of $35 per share.

Net cash provided by operating activities was $10.7 million for the second quarter of 2020. Cash and cash equivalents and long- and short-term bank deposits were $170.4 million as of June 30, 2020 compared to $71.9 million as of December 31, 2019. The increase in cash and cash equivalents and long- and short-term bank deposits was primarily a result of the receipt of the net proceeds of the public offering in June 2020, as well as due to cash provided by operating activities.

“We are pleased to report strong financial results for the second quarter of 2020,” said Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes. “Work-from-home (WFH) has become the new normal in recent months and UCaaS and Collaboration have taken center stage in the transition of many enterprises to a digital workplace. As a result, we experienced good business momentum across most of the market segments we participate in, most notably in the UCaaS and the Contact Center market segments. Coupling this favorable sales momentum with lower than anticipated operating expenses resulting from the COVID-19 pandemic, we continued to improve our financial performance year-over-year. Underscoring our financial success were improved gross margin, which increased to 66.9% in the second quarter from 63.5% in the year-ago quarter, and the substantial increase in operating income to 20.1% from 14.1% in the second quarter of 2019. As a result, net income increased above 50% year-over–year and we have generated strong cash flow from operations. Continuing the sales trend of the first quarter of 2020, we experienced increased market activity and demand for Microsoft Teams. Revenue related to the MS Teams ecosystem grew more than 300% from the year-ago quarter, reaching a level of above $10 million. In addition, newly created opportunities related to MS Teams have doubled year over year in the second quarter.”


AudioCodes Reports Second Quarter 2020 Results		Page 2 of 10

AudioCodes Press Release

“The progress made in our Voice.ai business was also noteworthy. We saw continued progress in the introduction of Meeting Insights, a productivity enhancement software tool for group collaboration. In the voice.ai gateway (VAIG) business we saw an increase in opportunities relating to adding voice and telephony channels to virtual agents and enterprise intelligent assistants, a rapidly growing use these days. Looking forward, we expect that Collaboration and WFH will continue to take hold as mainstream market trends for coming years. While the full impact of COVID-19 is still uncertain and may remain a global challenge for the next few years, we believe in our ability to respond to new developments and challenges in our markets. We plan to continue our investment in future product offerings and focus on the return on investment to our shareholders," concluded Mr. Adlersberg.


AudioCodes Reports Second Quarter 2020 Results		Page 3 of 10

AudioCodes Press Release

Conference Call & Web Cast Information

AudioCodes will conduct a conference call at 8:30 A.M., Eastern Time today to discuss the Company's second quarter of 2020 operating performance, financial results and outlook. Interested parties may participate in the conference call by dialing one the following numbers:

United States Participants: +1 (877) 407-0778

International Participants: +1 (201) 689-8565

The conference call will also be simultaneously webcast. Investors are invited to listen to the call live via webcast at the AudioCodes investor website at http://www.audiocodes.com/investors-lobby

Follow AudioCodes’ social media channels:

AudioCodes invites you to join our online community and follow us on: AudioCodes Voice Blog, LinkedIn, Twitter, Facebook, and YouTube.

About AudioCodes

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a leading vendor of advanced communications software, products and productivity solutions for the digital workplace. AudioCodes enables enterprises and service providers to build and operate all-IP voice networks for unified communications, contact centers, and hosted business services. AudioCodes offers a broad range of innovative products, solutions and services that are used by large multi-national enterprises and leading tier-1 operators around the world.

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 the demand for existing products; 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 need for additional financing; the ability to satisfy covenants in the Company’s loan agreements; possible disruptions from acquisitions; the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business; possible adverse impact of the COVID-19 pandemic on our business and results of operations; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

©2020 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What’s Inside Matters, OSN, SmartTAP, User Management Pack, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, VocaNom, AudioCodes One Voice, AudioCodes Meeting Insights, AudioCodes Room Experience and CloudBond are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.


AudioCodes Reports Second Quarter 2020 Results		Page 4 of 10

AudioCodes Press Release

Summary financial data follows


AudioCodes Reports Second Quarter 2020 Results		Page 5 of 10

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	June 30,		December 31,
	2020		2019
	(Unaudited)		(Audited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	163,849	$	64,773
Short-term and restricted bank deposits		5,965		6,416
Trade receivables, net		30,144		27,501
Other receivables and prepaid expenses		7,419		5,626
Inventories		29,469		28,275
Total current assets		236,846		132,591

LONG-TERM ASSETS:
Long-term and restricted bank deposits	$	544	$	694
Deferred tax assets		17,311		20,466
Operating lease right-of-use assets		26,489		29,688
Severance pay funds		18,783		19,370
Total long-term assets		63,127		70,218

PROPERTY AND EQUIPMENT, NET		4,294		4,392

GOODWILL, INTANGIBLE ASSETS AND OTHER, NET		36,957		37,123

Total assets	$	341,224	$	244,324

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Current maturities of long-term bank loans	$	1,836	$	2,473
Trade payables		4,611		6,628
Other payables and accrued expenses		25,335		24,692
IIA settlement liability		10,780		10,750
Deferred revenues		35,770		33,538
Short-term operating lease liabilities		8,332		8,579
Total current liabilities		86,664		86,660

LONG-TERM LIABILITIES:
Accrued severance pay	$	20,350	$	20,313
Long-term bank loans		600		1,200
IIA settlement liability		10,780		10,749
Deferred revenues and other liabilities		10,777		9,831
Long-term operating lease liabilities		19,859		23,097
Total long-term liabilities		62,366		65,190

Total shareholders’ equity		192,194		92,474
Total liabilities and shareholders' equity	$	341,224	$	244,324


AudioCodes Reports Second Quarter 2020 Results		Page 6 of 10

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except per share data

	Six months ended						Three months ended
	June 30,						June 30,
	2020			2019			2020			2019
	(Unaudited)						(Unaudited)
Revenues:
Products	$	70,701		$	65,296		$	36,367		$	32,843
Services		34,843			30,782			17,155			16,656
Total Revenues		105,544			96,078			53,522			49,499
Cost of revenues:
Products		27,793			28,150			14,031			14,372
Services		7,774			7,385			3,793			3,813
Total Cost of revenues		35,567			35,535			17,824			18,185
Gross profit		69,977			60,543			35,698			31,314
Operating expenses:
Research and development, net		22,806			19,659			11,224			10,179
Selling and marketing		25,586			25,220			12,317			12,659
General and administrative		6,578			5,263			3,313			2,592
Total operating expenses		54,970			50,142			26,854			25,430
Operating income		15,007			10,401			8,844			5,884
Financial income (expenses), net		454			(1,079	)		(852	)		(280	)
Income before taxes on income		15,461			9,322			7,992			5,604
Taxes on income, net		(3,558	)		(1,479	)		(1,353	)		(810	)
Net income	$	11,903		$	7,843		$	6,639		$	4,794
Basic net earnings per share	$	0.40		$	0.27		$	0.22		$	0.16
Diluted net earnings per share	$	0.38		$	0.26		$	0.21		$	0.16
Weighted average number of shares used in computing basic net earnings per share (in thousands)		30,017			29,214			30,493			29,214
Weighted average number of shares used in computing diluted net earnings per share (in thousands)		31,554			30,737			32,062			30,744


AudioCodes Reports Second Quarter 2020 Results		Page 7 of 10

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME

U.S. dollars in thousands, except per share data

	Six months ended						Three months ended
	June 30,						June 30,
	2020			2019			2020		2019
	(Unaudited)						(Unaudited)
GAAP net income	$	11,903		$	7,843		$	6,639	$	4,794
GAAP net earnings per share	$	0.38		$	0.26		$	0.21	$	0.16
Cost of revenues:
Share-based compensation (1)		99			66			49		30
Amortization expenses (2)		136			136			68		68
		235			202			117		98
Research and development, net:
Share-based compensation (1)		490			422			247		210
Selling and marketing:
Share-based compensation (1)		1,623			754			864		421
Amortization expenses (2)		30			30			15		15
		1,653			784			879		436
General and administrative:
Share-based compensation (1)		1,264			739			657		373
Revaluation of earn-out liability (3)		-			(23	)		-		-
		1,264			716			657		373
Financial expenses:
Exchange rate differences (4)		(453	)		1,258			829		358

Income taxes:
Deferred tax (5)		3,154			1,088			1,124		544
Non-GAAP net income	$	18,246		$	12,313		$	10,492	$	6,813
Non-GAAP diluted net earnings per share	$	0.57		$	0.40		$	0.32	$	0.22

(1)

Share-based compensation expenses related to options and restricted share units granted to employees and others.

(2)

Amortization of intangible assets related to the acquisitions of Active Communications Europe assets.

(3)

Expenses or income related to revaluation of an earn-out liability in connection with the acquisition of Active Communications Europe.

(4)

Financial income or expenses related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies.

(5)

Non-cash deferred tax expenses.

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 Reports Second Quarter 2020 Results		Page 8 of 10

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2020			2019			2020			2019
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income	$	11,903		$	7,843		$	6,639		$	4,794
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,119			980			551			506
Amortization of marketable securities premiums and accretion of discounts, net		-			79			-			23
Increase (decrease) in accrued severance pay, net		624			(115	)		312			(276	)
Share-based compensation expenses		3,476			1,981			1,817			1,034
Decrease in deferred tax assets, net		3,127			953			1,110			528
Increase in accrued interest and exchange rate effect of loans, marketable securities and bank deposits		1			159			13			170
Decrease in operating lease right-of-use assets		3,898			4,063			2,022			2,159
Increase (decrease) in operating lease liabilities		(4,184	)		(2,713	)		60			(376	)
Changes in IIA settlement liability, net		61			-			667			-
Decrease (increase) in trade receivables, net		(2,643	)		(2,623	)		(1,868	)		2,237
Decrease (increase) in other receivables and prepaid expenses		(17	)		203			58			457
Increase in inventories		(1,408	)		(7,256	)		(2,695	)		(4,357	)
Increase (decrease) in trade payables		(2,017	)		3,667			(742	)		3,040
Increase (decrease) in other payables and accrued expenses		369			2,065			2,278			(2,401	)
Increase in deferred revenues		3,206			7,431			508			884
Net cash provided by operating activities		17,515			16,717			10,730			8,422
Cash flows from investing activities:
Proceeds from short-term deposits		451			5,971			301			-
Proceeds from long-term deposits		150			600			-			300
Proceeds from redemption of marketable securities		-			19,385			-			12,094
Purchase of marketable securities		-			(21,035	)		-			(21,035	)
Purchase of property and equipment		(641	)		(1,361	)		(293	)		(245	)
Net cash provided by (used in) investing activities		(40	)		3,560			8			(8,886	)


AudioCodes Reports Second Quarter 2020 Results		Page 9 of 10

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2020			2019			2020			2019
	(Unaudited)						(Unaudited)
Cash flows from financing activities:
Purchase of treasury shares		-			(8,002	)		-			(7,051	)
Repayment of bank loans		(1,238	)		(1,237	)		(619	)		(619	)
Cash dividends paid to shareholders		(3,866	)		(3,218	)		-			-
Payment related to the acquisition of ACS		-			(410	)		-			-
Proceeds from issuance of shares, net		85,654			-			85,654			-
Proceeds from issuance of shares upon exercise of options and warrants		1,051			1,462			703			348
Net cash provided by (used in) financing activities		81,601			(11,405	)		85,738			(7,322	)

Net increase (decrease) in cash, cash equivalents, and restricted cash		99,076			8,872			96,476			(7,786	)
Cash, cash equivalents and restricted cash at beginning of period		69,773			31,503			72,373			48,161
Cash, cash equivalents and restricted cash at end of period	$	168,849		$	40,375		$	168,849		$	40,375


AudioCodes Reports Second Quarter 2020 Results		Page 10 of 10