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6-K 1 audltd6k080426.htm FORM 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 August 2026

 

Commission file number 0-30070

 

AUDIOCODES LTD.

(Translation of registrant’s name into English)

 

6 Ofra Haza Street ● Or Yehuda ● 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 ☐

 

 

 

 

On August 4, 2026, AudioCodes Ltd. (the “Registrant” or the “Company”) issued a press release announcing financial results for the second quarter of 2026, a semi-annual cash dividend, 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 second, third and sixth paragraphs following the heading “Details,” the paragraphs following the heading “Share Buy Back Program” and the paragraphs following the heading “Cash Dividend,” 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; (ix) the Registrant’s Registration Statement on Form S-8, File No. 333-230388; (x) the Registrant’s Registration Statement on Form S-8, File No. 333-264535; and (xi) the Registrant’s Registration Statement on Form S-8, File No. 333-294728.

 

1

 

EXHIBIT INDEX

 

Exhibit No.   Description
1   Press release, dated August 4, 2026, announcing financial results for the second quarter of 2026, declaration of semi-annual cash dividend, and other matters.

 

2

 

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: August 4, 2026

 

3

EX-1 2 audltdex1.htm EXHIBIT 1

Exhibit 1

 

 

Company Contacts

 

Niran Baruch, Roger L. Chuchen
Chief Financial Officer VP, Investor Relations
AudioCodes AudioCodes
Tel: +972-3-976-4000 Tel: +1-732-764-2552
niran.baruch@audiocodes.com roger.chuchen@audiocodes.com

 

AudioCodes Reports Second Quarter 2026 Results and Declares Semi-Annual Dividend of 20 cents per share

 

Or Yehuda, Israel – August 4, 2026 -

 

Second Quarter Highlights

 

Quarterly revenues increased by 3.1% year-over-year to $63 million;

 

Quarterly services revenues increased by 6.2% year-over-year to $34.6 million;

 

GAAP results:

 

o Quarterly GAAP gross margin was 65.7%;

 

o Quarterly GAAP operating margin was 5.1%;

 

o Quarterly GAAP net income was $0.5 million, or $0.02 per diluted share.

 

Non-GAAP results:

 

o Quarterly Non-GAAP gross margin was 65.8%;

 

o Quarterly Non-GAAP operating margin was 7.4%;

 

o Quarterly Non-GAAP net income was $3.9 million, or $0.15 per diluted share;

 

Net cash provided by operating activities was $6.1 million for the quarter.

 

AudioCodes repurchased 950,133 of its ordinary shares during the quarter at an aggregate cost of $8.9 million.

 

AudioCodes Reports Second Quarter 2026 Results and Declares Semi-Annual Dividend of 20 cents per share Page 1 of 9

 

 

Details

 

AudioCodes (NASDAQ: AUDC) (the “Company”), a global leader in enterprise voice and VoiceAI business solutions, today announced its financial results for the second quarter ended June 30, 2026.

 

Revenues for the second quarter of 2026 were $63 million compared to $61.1 million for the second quarter of 2025.

 

Net income was $0.5 million, or $0.02 per diluted share, for the second quarter of 2026 compared to net income of $0.3 million, or $0.01 per diluted share, for the second quarter of 2025.

 

On a Non-GAAP basis, net income was $3.9 million, or $0.15 per diluted share, for the second quarter of 2026 compared to $4.1 million, or $0.14 per diluted share, for the second quarter of 2025.

 

Non-GAAP net income excludes: (i) share-based compensation expenses; (ii) amortization expenses related to intangible assets; and (iii) financial income (expenses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies. Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income and non-GAAP operating margin exclude: (i) share-based compensation expenses and (ii) amortization expenses related to intangible assets. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures are provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

 

Net cash provided by operating activities was $6.1 million for the second quarter of 2026. Cash and cash equivalents, short-term bank deposits, short-term marketable securities, and long-term financial investments were $64.2 million as of June 30, 2026, compared to $75.7 million as of December 31, 2025. The decrease in cash and cash equivalents, short-term bank deposits, short-term marketable securities, and long-term financial investments was the result of the use of cash for the continued repurchase of the Company’s ordinary shares pursuant to its share repurchase program and the payment of a cash dividend during the first quarter. This was partially offset by cash generated from operating activities and proceeds from the maturity of marketable securities.

 

“I am pleased to announce strong financial results for the second quarter of 2026, reflecting well on the execution of our strategic initiative to transform AudioCodes into a voice AI-driven cloud software and services company,” stated Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes.

 

Second-quarter results were propelled again by sustained momentum across our two principal growth pillars: the Live suite of managed services for UCaaS and CX, alongside our Conversational AI business. Collectively, these segments advanced Annual Recurring Revenue (ARR) to $84 million, marking an increase of 20% compared to the year ago period. Notably, our Microsoft Teams business maintained its strong momentum, growing 5% year over year.

 

Consistent with the first quarter of this year, our Conversational AI business grew by more than 50% year over year in the second quarter, reflecting strong and broad-based demand across our Voice AI portfolio. The growing adoption of voice as the most natural and preferred medium for business communication and collaboration is becoming the experience of many and strengthens our confidence in the long-term growth potential of the business. During the quarter, Voice AI Connect and Live Hub delivered record bookings, driven by an accelerating pipeline, consistent new logo acquisition, and significant expansion within our existing customer base. These solutions support both virtual agent and agent-assist capabilities across the growing contact center market, in both cloud and on-premises deployments. Voca CIC, our Microsoft Teams-certified contact center solution has also generated good business progress. In addition, Meeting Insights, our enterprise-grade meeting intelligence solution for cloud and on-premises environments, continues to gain traction as customer interest grows and the opportunity pipeline steadily expands.

 

“Overall, we achieved our operational and financial targets through maintaining budgetary and managerial discipline. The ongoing investments in Live services and Voice AI have significantly contributed to our current success and position us favorably for continued healthy top-line growth throughout the remainder of 2026,” concluded Mr. Adlersberg.

 

AudioCodes Reports Second Quarter 2026 Results and Declares Semi-Annual Dividend of 20 cents per share Page 2 of 9

 

 

Share Buy Back Program

 

In May 2026, the Company received court approval in Israel to purchase up to an aggregate amount of $25 million of ordinary shares. The court approval also permits AudioCodes to declare a dividend out of any part of this amount. The approval is valid through November 12, 2026.

 

During the quarter ended June 30, 2026, the Company acquired 950,133 of its ordinary shares under its share repurchase program for a total consideration of $8.9 million.

 

As of June 30, 2026, the Company had $17.4 million available under this approval for the repurchase of shares and/or declaration of cash dividends.

 

As of June 30, 2026, the total outstanding shares of the Company are 24,590,849.

 

Cash Dividend

 

AudioCodes also announced today that the Company’s Board of Directors has declared a semi-annual cash dividend in the amount of 20 cents per share. The aggregate amount of the dividend is approximately $4.8 million. The dividend is payable on September 3, 2026, to all of the Company’s shareholders of record at the close of trading on the NASDAQ Global Select Market on August 19, 2026.

 

In accordance with Israeli tax law, the dividend is subject to withholding tax at source at the rate of 25% of the dividend amount payable to each shareholder of record, subject to applicable exemptions. If the recipient of the dividend is at the time of distribution or was at any time during the preceding 12-month period the holder of 10% or more of the Company’s share capital, the withholding rate is 30%.

 

The dividend will be paid in U.S. dollars on the ordinary shares of AudioCodes Ltd. that are traded on the Nasdaq Global Select Market or the Tel-Aviv Stock Exchange. The amount and timing of any other dividends will be determined by the Company’s Board of Directors.

 

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 2026 operating performance, financial results and outlook. Interested parties may participate in the conference call by dialing one of the following numbers:

 

United States Participants: 888-506-0062

 

International Participants: +1 (973) 528-0011

 

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.

 

AudioCodes Reports Second Quarter 2026 Results and Declares Semi-Annual Dividend of 20 cents per share Page 3 of 9

 

 

Follow AudioCodes’ social media channels:

 

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

 

About AudioCodes

 

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a global leader in enterprise voice and VoiceAI business solutions. We help organizations unlock the full value of voice, transforming every conversation, whether human or AI, into a strategic asset that drives better business outcomes. Our portfolio spans voice connectivity, unified communications and contact center integration, and next-generation voice AI applications that enhance collaboration, automate workflows and deliver real-time insights. With over 30 years of global experience and trusted by 65 of the Fortune 100, AudioCodes powers the intelligent enterprise, connecting people, platforms and data to move business forward.

 

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 the 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 following: the effect of global economic conditions in general and conditions in AudioCodes’ industry and target markets in particular, including governmental undertakings to address such conditions; 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, the advent of artificial intelligence, and the ability to manage changes in market conditions and evolving regulatory regimes, as applicable; possible need for additional financing; the ability to satisfy covenants in AudioCodes’ financing agreements; possible impacts and disruptions from AudioCodes’ acquisitions, including the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business; possible adverse impacts attributable to any pandemic or other public health crisis on our business and results of operations; the effects of the current and any future hostilities involving Israel, including in the regions in which we or our counterparties operate, which may affect our operations and may limit our ability to produce and sell our solutions; any disruption in our operations by the obligations of our personnel to perform military service as a result of current or future military actions involving Israel; and any other factors described in AudioCodes’ filings made with the U.S. Securities and Exchange Commission from time to time. AudioCodes assumes no obligation to update the information in this release.

 

©2026 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, AudioCodes One Voice, AudioCodes Meeting Insights, and AudioCodes Room Experience 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 2026 Results and Declares Semi-Annual Dividend of 20 cents per share Page 4 of 9

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

 

    June 30,     December 31,  
    2026     2025  
    (Unaudited)     (Unaudited)  
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents   $ 51,414     $ 45,282  
Short-term bank deposits     255       239  
Short-term marketable securities     10,001       27,350  
Trade receivables, net     62,877       67,358  
Other receivables and prepaid expenses     18,581       19,064  
Inventories     23,764       22,032  
Total current assets     166,892       181,325  
                 
LONG-TERM ASSETS:                
Long-term Trade receivables   $ 10,785     $ 13,065  
Long-term financial investments     2,492       2,790  
Deferred tax assets     7,026       7,773  
Operating lease right-of-use assets     31,573       30,077  
Severance pay funds     23,057       21,163  
Total long-term assets     74,933       74,868  
                 
PROPERTY AND EQUIPMENT, NET     29,636       29,248  
                 
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET     37,560       37,579  
Total assets   $ 309,021     $ 323,020  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES:                
Trade payables     9,439       6,416  
Other payables and accrued expenses     29,640       30,284  
Deferred revenues     41,466       38,243  
Short-term operating lease liabilities     7,430       6,635  
Total current liabilities     87,975       81,578  
                 
LONG-TERM LIABILITIES:                
Accrued severance pay   $ 19,097     $ 18,278  
Deferred revenues and other liabilities     22,230       20,517  
Long-term operating lease liabilities     33,938       31,348  
Total long-term liabilities     75,265       70,143  
                 
Total shareholders’ equity     145,781       171,299  
Total liabilities and shareholders’ equity   $ 309,021     $ 323,020  

 

AudioCodes Reports Second Quarter 2026 Results and Declares Semi-Annual Dividend of 20 cents per share Page 5 of 9

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

    Six months ended
June 30,
    Three months ended
June 30,
 
    2026     2025     2026     2025  
    (Unaudited)     (Unaudited)  
Revenues:                        
Products   $ 56,508     $ 56,290     $ 28,378     $ 28,515  
Services     68,593       65,162       34,580       32,563  
Total Revenues     125,101       121,452       62,958       61,078  
Cost of revenues:                                
Products     20,160       21,936       10,249       10,919  
Services     22,455       21,258       11,348       11,035  
Total Cost of revenues     42,615       43,194       21,597       21,954  
Gross profit     82,486       78,258       41,361       39,124  
Operating expenses:                                
Research and development, net     27,354       25,899       13,296       12,873  
Selling and marketing     40,664       38,376       20,984       19,815  
General and administrative     7,906       7,738       3,883       3,836  
Total operating expenses     75,924       72,013       38,163       36,524  
Operating income     6,562       6,245       3,198       2,600  
Financial income (expenses), net     (2,141 )     522       (1,759 )     (1,194 )
Income before taxes on income     4,421       6,767       1,439       1,406  
Taxes on income, net     (1,991 )     (2,445 )     (962 )     (1,100 )
Net income   $ 2,430     $ 4,322     $ 477     $ 306  
Basic net earnings per share   $ 0.09     $ 0.15     $ 0.02     $ 0.01  
Diluted net earnings per share   $ 0.09     $ 0.15     $ 0.02     $ 0.01  
Weighted average number of shares used in computing basic net earnings per share (in thousands)     25,826       29,202       25,185       28,877  
Weighted average number of shares used in computing diluted net earnings per share (in thousands)     26,322       29,699       25,753       29,353  

 

AudioCodes Reports Second Quarter 2026 Results and Declares Semi-Annual Dividend of 20 cents per share Page 6 of 9

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

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

 

    Six months ended     Three months ended  
    June 30,     June 30,  
    2026     2025     2026     2025  
    (Unaudited)     (Unaudited)  
Gross profit   $ 82,486     $ 78,258     $ 41,361     $ 39,124  
Gross margin     65.9 %     64.4 %     65.7 %     64.1 %
Share-based compensation (1)     153       225       75       130  
Amortization expenses (2)     -       244       -       122  
Non-GAAP gross profit     82,639       78,727       41,436       39,376  
Non-GAAP gross margin     66.1 %     64.8 %     65.8 %     64.5 %
Operating income   $ 6,562     $ 6,245     $ 3,198     $ 2,600  
Operating margin     5.2 %     5.1 %     5.1 %     4.3 %
Share-based compensation (1)     2,811       3,276       1,422       1,688  
Amortization expenses (2)             266               133  
Non-GAAP operating income     9,392       9,787       4,628       4,421  
Non-GAAP operating margin     7.5 %     8.1 %     7.4 %     7.2 %
Net income   $ 2,430     $ 4,322     $ 477     $ 306  
Net earnings per share   $ 0.09     $ 0.14     $ 0.02     $ 0.01  
Share-based compensation (1)     2,811       3,276       1,422       1,688  
Amortization expenses (2)     19       266       8       133  
Exchange rate differences (3)             918               1,953  
Non-GAAP net income   $ 7,648     $ 8,782     $ 3,887     $ 4,080  
Non-GAAP diluted net earnings per share   $ 0.28     $ 0.29     $ 0.15     $ 0.14  
Weighted average number of shares used in computing Non-GAAP diluted net earnings per share (in thousands)     27,075       30,422       26,430       30,120  

 

 

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

 

(2) Amortization expenses related to intangible assets.

 

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

 

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. The non-GAAP measures used by the Company may not be comparable to similarly titled non-GAAP measures used by other companies.

 

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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,  
    2026     2025     2026     2025  
    (Unaudited)     (Unaudited)  
Cash flows from operating activities:                        
Net income   $ 2,430     $ 4,322     $ 477     $ 306  
Adjustments required to reconcile net income to net cash provided by operating activities:                                
Depreciation and amortization     2,212       1,913       1,131       959  
Amortization of marketable securities premiums and accretion of discounts, net     122       197       44       93  
Decrease (increase) in accrued severance pay, net     (1,075 )     76       (823 )     (57 )
Share-based compensation expenses     2,811       3,276       1,422       1,688  
Decrease in deferred tax assets, net     690       307       165       (312 )
Cash financial loss (income), net     407       22       168       (31 )
Decrease in operating lease right-of-use assets     2,263       2,199       1,057       1,453  
Decrease (increase) in operating lease liabilities     (374 )     422       786       1,965  
Decrease (increase) in trade receivables, net     6,761       (3,136 )     (2,905 )     (3,922 )
Decrease (increase) in other receivables and prepaid expenses     483       (4,444 )     850       (6,827 )
Decrease (increase) in inventories     (1,866 )     4,976       (911 )     2,121  
Increase in trade payables     2,883       87       1,269       1,376  
Decrease in other payables and accrued expenses     (4,150 )     6,750       2,009       9,345  
Increase in deferred revenues     5,320       4,215       1,357       (432 )
Net cash provided by operating activities     18,917       21,182       6,096       7,725  
                                 
Cash flows from investing activities:                                
Proceeds from short-term deposits     (16 )     (18 )     (13 )     (19 )
Proceeds from financial investment     122       178       88       65  
Proceeds from maturity of marketable securities     17,377       3,200       14,377       -  
Purchase of financial investments     (135 )     (442 )     (135 )     -  
Purchase of property and equipment     (2,296 )     (3,259 )     (1,051 )     (1,785 )
Net cash provided by (used in) investing activities     15,052       (341 )     13,266       (1,739 )

 

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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,  
    2026     2025     2026     2025  
    (Unaudited)     (Unaudited)  
Cash flows from financing activities:                        
Purchase of treasury shares     (22,548 )     (11,818 )     (8,876 )     (6,610 )
Cash dividends paid to shareholders     (5,289 )     (5,326 )     -       -  
Proceeds from issuance of shares upon exercise of options     -       173       -       110  
Net cash used in financing activities     (27,837 )     (16,971 )     (8,876 )     (6,500 )
Net increase (decrease) in cash and cash equivalents     6,132       3,870       10,486       (514 )
Cash and cash equivalents at beginning of period     45,282       58,749       40,928       63,133  
Cash and cash equivalents at end of period   $ 51,414     $ 62,619     $ 51,414     $ 62,619  

 

AudioCodes Reports Second Quarter 2026 Results and Declares Semi-Annual Dividend of 20 cents per share Page 9 of 9