6-K

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 2019

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 23, 2019, AudioCodes Ltd. (the “Registrant”) issued a press release announcing financial results for the second quarter of 2019, and other matters. 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 and sixth paragraphs following the heading “Details,” and the three paragraphs following the caption “Share Buy Back Program” 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 S-8, File No. 333-11894; (ii) the Registrant’s Registration Statement on Form S-8, File No. 333-13268; (iii) the Registrant’s Registration Statement on Form S-8, File No. 333-105473; (iv) the Registrant’s Registration Statement on Form S-8, File No. 333-144825; (v) the Registrant’s Registration Statement on Form S-8, File No. 333-160330; (vi) the Registrant’s Registration Statement on Form S-8, File No. 333-170676; (vii) the Registrant’s Registration Statement on Form S-8, File No. 333-190437; (viii) the Registrant’s Registration Statement on Form S-8, File No. 333-210438; and (ix) 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 23, 2019

EXHIBIT INDEX

Exhibit No.	Description
1	Press release, dated July 23, 2019, announcing financial results for the second quarter of 2019, and other matters.

EX-99.1

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	Rob Fink, Hayden IR Tel: +1-646-415-8972 audc@haydenir.com

AudioCodes Reports Second Quarter 2019 Results

Lod, Israel – July 23, 2019 - AudioCodes (NASDAQ: AUDC) Press Release

Second Quarter Highlights

· Quarterly revenues increased by 13.8% year-over-year to $49.5 million;

· Quarterly service revenues increased by 23.5% year-over-year to $16.7 million;

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

· Quarterly GAAP gross margin percentage was 63.3%; quarterly Non-GAAP gross margin percentage was 63.5%;

· Quarterly GAAP operating margin percentage was 11.9%; quarterly Non-GAAP operating margin percentage was 14.1%;

· Quarterly cash flow from operating activities was $8.4 million;

· Quarterly GAAP net income was $4.8 million, or $0.16 per diluted share;

· Quarterly Non-GAAP net income was $6.8 million, or $0.22 per diluted share;

· AudioCodes repurchased 473,235 of its ordinary shares during the quarter at an aggregate cost of $7.05 million.

AudioCodes Reports Second Quarter 2019 Results Page 1 of 9

AudioCodes Press Release

Details

AudioCodes, a leading vendor of advanced voice networking and media processing solutions for the digital workplace, today announced financial results for the second quarter ended June 30, 2019.

Revenues for the second quarter of 2019 were $49.5 million compared to $46.6 million for the first quarter of 2019 and $43.5 million for the second quarter of 2018.

Net income was $4.8 million, or $0.16 per diluted share, for the second quarter of 2019 compared to $2.4 million, or $0.08 per diluted share, for the second quarter of 2018.

On a Non-GAAP basis, net income was $6.8 million, or $0.22 per diluted share, for the second quarter of 2019 compared to $4.1 million, or $0.14 per diluted share, for the second quarter of 2018.

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.

Net cash provided by operating activities was $8.4 million for the second quarter of 2019. Cash and cash equivalents, long- and short-term bank deposits and short-term marketable securities were $69.1 million as of June 30, 2019 compared to $65.4 million as of December 31, 2018. The increase in cash and cash equivalents, long- and short-term bank deposits and short-term marketable securities was the result of cash from operating activities offset, in part, by the use of cash for the continued repurchasing of the Company’s ordinary shares pursuant to its share repurchase program and the payment of a cash dividend in the first quarter of 2019.

AudioCodes Reports Second Quarter 2019 Results Page 2 of 9

AudioCodes Press Release

"We are pleased to report record financial results for the second quarter of 2019,” said Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes. “We continue to enjoy strong growth in the UC and UCaaS markets and a faster pace of migration of service providers to All-IP. Coupling these growth trends with strong execution across our business lines we continue to expand our business while demonstrating improved financial and operational efficiency. By surpassing our financial plan for the first half of 2019, we are confident in our ability to outperform our initial plan for the year and deliver higher revenues and profitability than previously announced.”

“We continue to increase our investments in the Microsoft Teams space as this collaboration solution continues to gain traction in the market. We are confident in our ability to grow our business in this area in 2019 and beyond. At the same time, we continue to foster new partnerships with more leading players in the UCaaS and Contact Center markets, and make progress in our efforts and investments in the voice.ai area. We continue to prudently invest in our future offerings and remain focused on maximizing the return on investments for our shareholders”, concluded Mr. Adlersberg.

Share Buy Back Program

As of June 30, 2019, AudioCodes had acquired an aggregate of 18.1 million of its ordinary shares since August 2014 for an aggregate consideration of $102.1 million. During the quarter ended June 30, 2019, AudioCodes acquired 473,235 of its ordinary shares under its share repurchase program for a total consideration of $7.05 million.

In January 2019, AudioCodes received court approval in Israel to purchase up to an aggregate of $12 million (“Permitted Amount”) of additional ordinary shares pursuant to its share repurchase program. The court approval also permitted AudioCodes to declare a dividend of any part of the Permitted Amount during the approved validity period. This court approval expired on July 1, 2019.

On May 28, 2019, the Board of Directors of AudioCodes approved the submission of a new application to the Israeli court, requesting approval of an additional repurchase program for $12 million of ordinary shares following the expiration of the existing program. The application also requests the court to permit AudioCodes to declare a dividend of any part of this amount. The new application was submitted to the court and a decision is expected during August 2019.

AudioCodes Reports Second Quarter 2019 Results Page 3 of 9

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 first quarter of 2019 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 voice networking and media processing 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; 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.

©2019 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 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.

Summary financial data follows

AudioCodes Reports Second Quarter 2019 Results Page 4 of 9

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	June 30,		December 31,
	2019		2018
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	39,400	$	31,503
Short-term and restricted bank deposits		7,385		12,381
Short-term marketable securities and accrued interest		21,035		19,602
Trade receivables, net		24,716		22,279
Other receivables and prepaid expenses		5,687		5,885
Inventories		29,832		22,620
Total current assets		128,055		114,270
LONG-TERM ASSETS:
Long-term and restricted bank deposits	$	1,294	$	1,894
Deferred tax assets		3,263		4,350
Operating lease right-of-use assets		32,253		-
Severance pay funds		18,393		17,518
Total long-term assets		55,203		23,762
PROPERTY AND EQUIPMENT, NET		4,522		3,865
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET		37,299		37,475
Total assets	$	225,079	$	179,372
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans	$	2,483	$	2,487
Trade payables		9,855		6,188
Other payables and accrued expenses		23,766		22,541
Deferred revenues		29,542		23,727
Short-term operating lease liabilities		8,513		-
Total current liabilities		74,159		54,943
LONG-TERM LIABILITIES:
Accrued severance pay	$	19,488	$	18,728
Long-term bank loans		2,442		3,687
Deferred revenues and other liabilities		8,948		7,466
Long-term operating lease liabilities		25,090		-
Total long-term liabilities		55,968		29,881
Total shareholders’ equity		94,952		94,548
Total liabilities and shareholders' equity	$	225,079	$	179,372

AudioCodes Reports Second Quarter 2019 Results Page 5 of 9

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Six months ended						Three months ended
	June 30,						June 30,
	2019			2018			2019			2018
	(Unaudited)						(Unaudited)
Revenues:
Products	$	65,296		$	58,775		$	32,843		$	30,012
Services		30,782			27,152			16,656			13,490
Total Revenues		96,078			85,927			49,499			43,502
Cost of revenues:
Products		28,150			25,014			14,372			13,119
Services		7,385			6,658			3,813			3,287
Total Cost of revenues		35,535			31,672			18,185			16,406
Gross profit		60,543			54,255			31,314			27,096
Operating expenses:
Research and development, net		19,659			17,343			10,179			8,710
Selling and marketing		25,220			25,357			12,659			12,369
General and administrative		5,263			5,311			2,592			2,730
Total operating expenses		50,142			48,011			25,430			23,809
Operating income		10,401			6,244			5,884			3,287
Financial income (expenses), net		(1,079	)		223			(280	)		(20	)
Income before taxes on income		9,322			6,467			5,604			3,267
Taxes on income, net		(1,479	)		(1,639	)		(810	)		(873	)
Net income	$	7,843		$	4,828		$	4,794		$	2,394
Basic net earnings per share	$	0.27		$	0.17		$	0.16		$	0.08
Diluted net earnings per share	$	0.26		$	0.16		$	0.16		$	0.08
Weighted average number of shares used in computing basic net earnings per share (in thousands)		29,214			28,884			29,214			28,609
Weighted average number of shares used in computing diluted net earnings per share (in thousands)		30,737			30,041			30,744			29,733

AudioCodes Reports Second Quarter 2019 Results Page 6 of 9

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,
	2019			2018		2019		2018
	(Unaudited)					(Unaudited)
GAAP net income	$	7,843		$	4,828	$	4,794	$	2,394
GAAP net earnings per share	$	0.26		$	0.16	$	0.16	$	0.08
Cost of revenues:
Share-based compensation (1)		66			87		30		48
Amortization expenses (2)		136			348		68		174
		202			435		98		222
Research and development, net:
Share-based compensation (1)		422			264		210		151
Selling and marketing:
Share-based compensation (1)		754			554		421		280
Amortization expenses (2)		30			30		15		15
		784			584		436		295
General and administrative:
Share-based compensation (1)		739			540		373		271
Revaluation of earn-out liability (3)		(23	)		200		-		200
		716			740		373		471
Financial expenses:
Exchange rate differences (4)		1,258			-		358		-
Income taxes:
Deferred tax (5)		1,088			1,168		544		584
Non-GAAP net income	$	12,313		$	8,019	$	6,813	$	4,117
Non-GAAP diluted net earnings per share	$	0.40		$	0.26	$	0.22	$	0.14

(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 Mailvision and 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 2019 Results Page 7 of 9

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2019			2018			2019			2018
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income	$	7,843		$	4,828		$	4,794		$	2,394
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		980			1,105			506			565
Amortization of marketable securities premiums and accretion of discounts, net		79			188			23			85
Increase in accrued severance pay, net		(115	)		(139	)		(276	)		(186	)
Share-based compensation expenses		1,981			1,445			1,034			750
Decrease in deferred tax assets, net		953			1,126			528			563
Decrease (increase) in accrued interest and exchange rate effect of loans, marketable securities and bank deposits		159			(15	)		170			(30	)
Changes in operating leases, net		1,350			-			1,783			-
Decrease (increase) in trade receivables, net		(2,623	)		(2,895	)		2,237			(3,284	)
Decrease (increase) in other receivables and prepaid expenses		203			(1,070	)		457			664
Increase in inventories		(7,256	)		(2,086	)		(4,357	)		(1,115	)
Increase in trade payables		3,667			458			3,040			296
Increase (decrease) in other payables and accrued expenses		2,065			881			(2,401	)		1,962
Increase (decrease) in deferred revenues		7,431			6,656			884			(468	)
Net cash provided by operating activities		16,717			10,482			8,422			2,196
Cash flows from investing activities:
Investment in short-term deposits		-			(399	)		-			(399	)
Proceeds from short-term deposits		5,971			-			-			-
Proceeds from long-term deposits		600			-			300			-
Proceeds from redemption of marketable securities		19,385			1,577			12,094			850
Purchase of marketable securities		(21,035	)		-			(21,035	)		-
Purchase of property and equipment		(1,361	)		(616	)		(245	)		(336	)
Net cash provided by (used in) investing activities		3,560			562			(8,886	)		115

AudioCodes Reports Second Quarter 2019 Results Page 8 of 9

AudioCodes Press Release

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2019			2018			2019			2018
	(Unaudited)						(Unaudited)
Cash flows from financing activities:
Purchase of treasury shares		(8,002	)		(10,511	)		(7,051	)		(3,287	)
Repayment of bank loans		(1,237	)		(1,262	)		(619	)		(626	)
Cash dividends paid to shareholders		(3,218	)		-			-			-
Payment related to the acquisition of ACS		(410	)		(151	)		-			-
Proceeds from issuance of shares upon exercise of options and warrants		1,462			1,677			348			231
Net cash used in financing activities		(11,405	)		(10,247	)		(7,322	)		(3,682	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		8,872			797			(7,786	)		(1,371	)
Cash, cash equivalents and restricted cash at beginning of period		31,503			31,181			48,161			33,349
Cash, cash equivalents and restricted cash at end of period	$	40,375		$	31,978		$	40,375		$	31,978

AudioCodes Reports Second Quarter 2019 Results Page 9 of 9