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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 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): ☐

____________________

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 Third Quarter 2020 Earnings, dated November 4, 2020

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: November 4, 2020	By:	/s/ Doron Abramovitch
		Doron Abramovitch
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	Radware Announces Third Quarter 2020 Earnings

EX-99.1

Exhibit 99.1

RADWARE ANNOUNCES THIRD QUARTER 2020 EARNINGS

Third Quarter 2020 Results and Financial Highlights

• Revenues of $62.5 million

• Non-GAAP EPS of $0.18; GAAP EPS of $0.08

• Net cash provided by operating activities of $50 million for the last twelve months

TEL AVIV, ISRAEL, NOV 4, 2020— Radware^®(NASDAQ: RDWR), a leading provider of cyber security and application delivery solutions, today announced its consolidated financial results for the quarter ended September 30, 2020.

“We are pleased with the results for the third quarter, during which we enjoyed a very strong and broad-based bookings growth, spanning across all our geographic regions and product lines.” said Roy Zisapel, Radware’s President & CEO. “Our strategic OEM relationships delivered record booking in the quarter, further enhancing our strong position within the large enterprise segment, and contributing positively to the growth in our recurring revenues”.

Financial Highlights for the Third Quarter of 2020

Revenues for the third quarter of 2020 totaled $62.5 million, down 1% from revenues of $62.9 million for the third quarter of 2019. Revenues for the first nine months of 2020 totaled $181.0 million, down 2% from revenues of $184.7 million for the first nine months of 2019:

• Revenues in the Americas region were $30.2 million for the third quarter of 2020, up 24% from revenues of $24.5 million in the third quarter of 2019. For the first nine months of 2020, revenues in the Americas region increased 13% over the same period in 2019.

•   Revenues in the Europe, Middle East and Africa (“EMEA”) region were $18.3 million for the third quarter of 2020, down 5% from revenues of $19.4 million in the third quarter of 2019. For the first nine months of 2020, revenues in the EMEA region decreased 1% over the same period in 2019.

• Revenues in the Asia-Pacific (“APAC”) region were $14.0 million for the third quarter of 2020, down 27% from revenues of $19.0 million in the third quarter of 2019. For the first nine months of 2020, revenues in the APAC region decreased 25% over the same period in 2019.

Net income on a GAAP basis for the third quarter of 2020 was $3.6 million, or $0.08 per diluted share, compared with net income of $7.1 million, or $0.15 per diluted share, for the third quarter of 2019.

Non-GAAP net income for the third quarter of 2020 was $8.4 million, or $0.18 per diluted share, compared with non- GAAP net income of $11.9 million, or $0.25 per diluted share, for the third 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 (gain) adjustment and tax related adjustments. 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 September 30, 2020, the Company had cash, cash equivalents, short-term and long-term bank deposits and marketable securities of $437.4 million. Net cash provided by operating activities in the third quarter of 2020 totaled $6.8 million. Net cash spent on share repurchases in the third quarter of 2020 totaled $15.9 million.

Conference Call

Radware management will host a call on Wednesday, November 4, 2020 at 8:30 a.m. ET to discuss its third quarter 2020 results and the Company’s outlook for the fourth quarter of 2020.

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

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

Conference ID: 8719353

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, selling 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 (gain) adjustment and tax related adjustments. 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.” 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

Investor Relations:

Anat Earon-Heilborn

+972 723917548

ir@radware.com

Media Contacts:

Deborah Szajngarten

Radware

201-785-3206

deborah.szajngarten@radware.com

Radware Ltd.

Condensed Consolidated Balance Sheets

(U.S. Dollars in thousands)

	September 30,			December 31,
	2020			2019
	(Unaudited)			(Unaudited)
Assets
Current assets
Cash and cash equivalents		48,429			40,751
Marketable securities		62,930			36,924
Short-term bank deposits		179,675			100,276
Trade receivables, net		14,330			22,610
Other receivables and prepaid expenses		8,100			7,469
Inventories		13,290			13,940
		326,754			221,970
Long-term investments
Marketable securities		75,912			112,696
Long-term bank deposits		70,491			137,095
Severance pay funds		2,252			2,300
		148,655			252,091
Property and equipment, net		23,141			22,971
Other long-term assets		25,959			24,398
Operating lease right-of-use assets		28,185			18,144
Goodwill and intangible assets, net		54,198			55,625
Total assets		606,892			595,199
Liabilities and shareholders' equity
Current Liabilities
Trade payables		3,818			6,315
Deferred revenues		90,813			79,239
Operating lease liabilities		4,903			5,193
Other payables and accrued expenses		36,128			34,794
		135,662			125,541
Long-term liabilities
Deferred revenues		53,333			50,888
Operating lease liabilities		24,181			13,914
Other long-term liabilities		10,113			9,525
		87,627			74,327
Shareholders' equity
Share capital		718			710
Additional paid-in capital		434,815			414,581
Accumulated other comprehensive income, net of tax		1,917			1,145
Treasury stock, at cost		(184,802	)		(145,226	)
Retained earnings		130,955			124,121
Total shareholders' equity		383,603			395,331
Total liabilities and shareholders' equity		606,892			595,199

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 nine months ended
	September 30,					September 30,
	2020		2019			2020		2019
	(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Revenues		62,524		62,859			180,981		184,710
Cost of revenues		11,646		11,527			32,893		33,180
Gross profit		50,878		51,332			148,088		151,530
Operating expenses, net:
Research and development, net		16,747		15,108			49,088		45,738
Selling and marketing		27,659		27,094			82,616		80,435
General and administrative		4,513		4,403			14,114		14,209
Total operating expenses, net		48,919		46,605			145,818		140,382
Operating income		1,959		4,727			2,270		11,148
Financial income, net		2,897		2,137			7,404		6,047
Income before taxes on income (tax benefit)		4,856		6,864			9,674		17,195
Taxes on income (tax benefit)		1,269		(257	)		2,840		1,960
Net income		3,587		7,121			6,834		15,235
Basic net earnings per share		0.08		0.15			0.15		0.33
Weighted average number of shares used to compute basic net earnings per share		46,341,046		46,850,137			46,547,504		46,788,870
Diluted net earnings per share		0.08		0.15			0.14		0.31
Weighted average number of shares used to compute diluted net earnings per share		47,673,698		48,488,313			47,841,411		48,595,899

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 nine months ended
	September 30,						September 30,
	2020			2019			2020			2019
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
GAAP gross profit		50,878			51,332			148,088			151,530
Stock-based compensation		48			57			135			171
Amortization of intangible assets		465			997			1,427			1,818
Non-GAAP gross profit		51,391			52,386			149,650			153,519
GAAP research and development, net		16,747			15,108			49,088			45,738
Stock-based compensation		1,301			640			3,199			2,064
Non-GAAP Research and development, net		15,446			14,468			45,889			43,674
GAAP selling and marketing		27,659			27,094			82,616			80,435
Stock-based compensation		2,083			1,954			5,814			5,258
Amortization of intangible assets		-			17			-			52
Non-GAAP selling and marketing		25,576			25,123			76,802			75,125
GAAP general and administrative		4,513			4,403			14,114			14,209
Stock-based compensation		975			741			2,809			2,290
Acquisition costs		-			-			-			264
Litigation costs		44			24			303			883
Non-GAAP general and administrative		3,494			3,638			11,002			10,772
GAAP total operating expenses, net		48,919			46,605			145,818			140,382
Stock-based compensation		4,359			3,335			11,822			9,612
Amortization of intangible assets		-			17			-			52
Acquisition costs		-			-			-			264
Litigation costs		44			24			303			883
Non-GAAP total operating expenses, net		44,516			43,229			133,693			129,571
GAAP operating income		1,959			4,727			2,270			11,148
Stock-based compensation		4,407			3,392			11,957			9,783
Amortization of intangible assets		465			1,014			1,427			1,870
Acquisition costs		-			-			-			264
Litigation costs		44			24			303			883
Non-GAAP operating income		6,875			9,157			15,957			23,948
GAAP financial income, net		2,897			2,137			7,404			6,047
Other loss (gain) adjustment		-			(253	)		247			(563	)
Exchange rate differences, net on balance sheet items included in financial income, net		(72	)		878			480			2,418
Non-GAAP financial income, net		2,825			2,762			8,131			7,902
GAAP income before taxes on income (tax benefit)		4,856			6,864			9,674			17,195
Stock-based compensation		4,407			3,392			11,957			9,783
Amortization of intangible assets		465			1,014			1,427			1,870
Acquisition costs		-			-			-			264
Litigation costs		44			24			303			883
Other loss (gain) adjustment		-			(253	)		247			(563	)
Exchange rate differences, net on balance sheet items included in financial income, net		(72	)		878			480			2,418
Non-GAAP income before taxes on income (tax benefit)		9,700			11,919			24,088			31,850
GAAP taxes on income (tax benefit)		1,269			(257	)		2,840			1,960
Tax related adjustments		62			266			245			195
Non-GAAP taxes on income		1,331			9			3,085			2,155
GAAP net income		3,587			7,121			6,834			15,235
Stock-based compensation		4,407			3,392			11,957			9,783
Amortization of intangible assets		465			1,014			1,427			1,870
Acquisition costs		-			-			-			264
Litigation costs		44			24			303			883
Other loss (gain) adjustment		-			(253	)		247			(563	)
Exchange rate differences, net on balance sheet items included in financial income, net		(72	)		878			480			2,418
Tax related adjustments		(62	)		(266	)		(245	)		(195	)
Non-GAAP net income		8,369			11,910			21,003			29,695
GAAP diluted net earnings per share		0.08			0.15			0.14			0.31
Stock-based compensation		0.09			0.07			0.25			0.20
Amortization of intangible assets		0.01			0.02			0.03			0.04
Acquisition costs		0.00			0.00			0.00			0.01
Litigation costs		0.00			0.00			0.01			0.02
Other loss (gain) adjustment		0.00			(0.01	)		0.01			(0.01	)
Exchange rate differences, net on balance sheet items included in financial income, net		(0.00	)		0.02			0.01			0.05
Tax related adjustments		(0.00	)		(0.01	)		(0.01	)		(0.00	)
Non-GAAP diluted net earnings per share		0.18			0.25			0.44			0.61
Weighted average number of shares used to compute Non-GAAP diluted net earnings per share		47,673,698			48,488,313			47,841,411			48,595,899

Radware Ltd.
Condensed Consolidated Statements of Cash Flow
(U.S. Dollars in thousands)
	For the three months ended						For the nine months ended
	September 30,						September 30,
	2020			2019			2020			2019
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Cash flow from operating activities:
Net income		3,587			7,121			6,834			15,235
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,616			3,106			7,883			8,494
Stock-based compensation		4,407			3,392			11,957			9,783
Amortization of premium, accretion of discounts and accrued interest on marketable securities, net		337			141			647			468
Gain related to securities, net		(517	)		(253	)		(580	)		(563	)
Accrued interest on bank deposits		(598	)		(804	)		(971	)		1,527
Increase (decrease) in accrued severance pay, net		48			(109	)		235			824
Decrease in trade receivables, net		2,865			2,621			8,280			5,150
Increase in other receivables and prepaid expenses and other long-term assets		(465	)		(1,163	)		(2,395	)		(4,849	)
Decrease in inventories		816			881			650			3,318
Increase (decrease) in trade payables		(1,078	)		203			(2,497	)		(535	)
Increase (decrease) in deferred revenues		(7,648	)		4,893			14,019			8,676
Increase in other payables and accrued expenses		2,456			39			1,735			511
Operating lease liabilities, net		(26	)		194			(64	)		854
Net cash provided by operating activities		6,800			20,262			45,733			48,893
Cash flows from investing activities:
Purchase of property and equipment		(1,629	)		(1,810	)		(6,626	)		(6,153	)
Proceeds from (investment in) other long-term assets, net		(15	)		73			(26	)		11
Proceeds from (investment in) bank deposits, net		(2,666	)		(5,674	)		(11,824	)		13,773
Proceeds from (investment in) sale, redemption of and purchase of marketable securities, net		8,249			(1,997	)		11,712			(45,232	)
Payment for acquisition of subsidiary, net of cash acquired		0			0			0			(12,239	)
Net cash provided by (used in) investing activities		3,939			(9,408	)		(6,764	)		(49,840	)
Cash flows from financing activities:
Proceeds from exercise of stock options		4,947			3,751			8,285			14,593
Repurchase of shares		(15,907	)		(8,841	)		(39,576	)		(18,894	)
Net cash used in financing activities		(10,960	)		(5,090	)		(31,291	)		(4,301	)
Increase (decrease) in cash and cash equivalents		(221	)		5,764			7,678			(5,248	)
Cash and cash equivalents at the beginning of the period		48,650			34,191			40,751			45,203
Cash and cash equivalents at the end of the period		48,429			39,955			48,429			39,955