6-K
Radcom Ltd (RDCM)
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 November 2023
Commission File Number: 0-29452
RADCOM LTD.
(Translation of registrant’s name into English)
24 Raoul Wallenberg Street, Tel Aviv 69719,Israel
(Address of principal executive offices)
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 ☐
THE GAAP FINANCIAL STATEMENTS INCLUDED IN EXHIBIT99.1 TO THIS FORM 6-K OF THE REGISTRANT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORMS-8 (REGISTRATION STATEMENT NOS. 333-190207, 333-195465, 333-203087, 333-211628, 333-215591, 333-260997 AND 333-270983), AND SHALLBE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILEDOR FURNISHED.
CONTENTS
This report on Form 6-K of the registrant consists of the contents above and the following document, which is attached hereto and incorporated by reference herein:
| Exhibit 99.1 | Press release, dated November 8, 2023, reporting the Registrant’s Third Quarter of 2023 Results |
|---|
1
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.
| RADCOM LTD. | ||
|---|---|---|
| Date: November 8, 2023 | By: | /s/ Hadar Rahav |
| Name: | Hadar Rahav | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
FOR IMMEDIATE RELEASE
RADCOM Reports Third Quarter 2023 Results
| ● | Record<br>quarterly revenue of $13.2 million |
|---|---|
| ● | Significantly improved profitability |
| --- | --- |
| ● | 17th<br>consecutive quarter of year-over-year revenue growth |
| --- | --- |
| ● | On<br>track to exceed $50 million annual revenue |
| --- | --- |
TEL AVIV, Israel – November 8, 2023 − RADCOM Ltd. (Nasdaq:RDCM) announced financial results for the third quarter ended September 30, 2023.
Management comments:
Eyal Harari, RADCOM’s Chief Executive Officer, commented, “We achieved record quarterly revenues of $13.2 million, up 10% year-over-year, and delivered a seventeenth consecutive quarter of year-over-year revenue growth, continuing the positive momentum from the first half of the year. Strong team execution led to good financial performance, driving revenue growth and bringing measurable improvements to our bottom line.
“We believe fourth quarter 2023 revenue growth and profitability improvements will continue and extend into 2024, as we provide operators with AI-powered analytics to ensure excellent customer experiences. This reinforces our guidance estimate that we will deliver a fourth consecutive year of growth in 2023 and scale up to a mid-size software company for the first time in the Company’s history.
“Operators continue to roll out 5G and invest in their networks. The market direction is clear, while the pace may vary. We are engaged in multiple opportunities at different stages of maturity. These engagements include a mix of new and current customers as operators continue their 5G transformation. Therefore, we increase our investment in sales and marketing to meet the expected demand for our carrier-grade solutions.
Mr. Harari concluded, “The progress we have made in our overall business strategy and sales engagements demonstrates the value of our advanced technology and the strength of our business. Therefore, we are reiterating our 2023 guidance, expecting revenue to be in the range of $50 million to $53 million.”
Financial highlights:
| ● | Total revenue for the third quarter was $13.2 million, compared to $12.0 million in the third quarter of 2022. |
|---|---|
| ● | GAAP net loss for the third quarter was $0.3 million. The loss resulted from a one-time expense of $1.3 million due to a change in the forfeiture rate estimation. This reflects the company’s success in retaining its key employees and the efficiency of the restricted share unit (RSU) grant plan from October 2021. |
| --- | --- |
| ● | GAAP net loss for the third quarter was $0.3 million, or $0.02 per diluted share, compared to a GAAP net loss of $0.4 million or $0.03 per diluted share for the third quarter of 2022. |
| --- | --- |
| ● | Non-GAAP net income for the third quarter was $2.4 million, or $0.15 per diluted share, compared to a non-GAAP net income of $1.0 million or $0.06 per diluted share for the third quarter of 2022. |
| --- | --- |
| ● | GAAP net income for the first nine months was $1.1 million, or $0.07 per diluted share, compared to a GAAP net loss of $2.2 million, or $0.15 per diluted share, for the first nine months of 2022. |
| --- | --- |
| ● | Non-GAAP net income for the first nine months was $6.3 million, or $0.40 per diluted share, compared to a non-GAAP net income of $1.6 million, or $0.11 per diluted share for the first nine months of 2022. |
| --- | --- |
| ● | As of September 30, 2023, the Company had cash, cash equivalents, and short-term bank deposits of $78.6 million and no debt. |
| --- | --- |
Earnings Conference Call
RADCOM’s management will hold an interactive conference call today at 8:00 am Eastern Time (3:00 pm Israel Time) to discuss the results and answer participants’ questions. To join the call, please call one of the following numbers approximately five minutes before the call is scheduled to begin:
From the US (toll-free): +1-866-652-8972
From other locations: +972-3-918-0644
For those unable to listen to the call, a replay of the conference call will be available a few hours later in the investor relations section on the Company’s website at https://radcom.com/investor-relations/.
2
For all investor inquiries, please contact:
Investor Relations:
Miri Segal
MS-IR LLC
917-607-8654
msegal@ms-ir.com
Company Contact:
Hadar Rahav
CFO
+972-77-7745062
hadar.rahav@radcom.com
About RADCOM
RADCOM (Nasdaq: RDCM) is the leading expert in 5G ready cloud-native, network intelligence solutions for telecom operators transitioning to 5G. RADCOM Network Intelligence consists of RADCOM Network Visibility, RADCOM Service Assurance, and RADCOM Network Insights. The RADCOM Network Intelligence suite offers intelligent, container-based, on-demand solutions to deliver network analysis from the RAN to the core for 5G assurance. Utilizing automated and dynamic solutions with smart minimal data collection and on-demand troubleshooting, and cutting-edge techniques based on machine learning, these solutions work in harmony to provide operators with an understanding of the entire customer experience and allow them to troubleshoot network performance from a high to granular level while reducing storage costs and cloud resource utilization. For more information on how to RADCOMize your network today, please visit www.radcom.com, the content of which does not form a part of this press release.
Non-GAAP Information
Certain non-GAAP financial measures are included in this press release. These non-GAAP financial measures are provided to enhance the reader’s overall understanding of the Company’s financial performance. By excluding non-cash stock-based compensation that has been expensed, acquisition-related expenses, and amortization of intangible assets related to acquisitions, the Company’s non-GAAP results provide information to both management and investors that is useful in assessing the Company’s core operating performance and in evaluating and comparing the Company’s results of operations on a consistent basis from period to period. These non-GAAP financial measures are also used by management to evaluate financial results and to plan and forecast future periods. The presentation of this additional information is not meant to be considered a substitute for the corresponding financial measures prepared in accordance with GAAP.
Risks Regarding Forward-Looking Statements
Certain statements made herein that use words such as “estimate,” “project,” “intend,” “expect,” “‘believe,” may,” “might,” ” potential,” “anticipate,” “plan” or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. For example, when the Company discusses its full-year 2023 revenue guidance, further increase to revenues and profitability in 2024, the potential to scale up to a mid-size software company, its ability to extend RADCOM’s market availability to further potential customers, market trends in the adoption of 5G networks, its momentum, opportunities, expected demand, and potential growth as well as its expectation to increase in expenses on sales and marketing, it is using forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause the actual results, performance, or achievements of the Company to be materially different from those that may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, decline in demand for the Company’s products, inability to timely develop and introduce new technologies, products, and applications, loss of market share and pressure on prices resulting from competition and the effects of the war in Israel. For additional information regarding these and other risks and uncertainties associated with the Company’s business, reference is made to the Company’s reports filed from time to time with the U.S. Securities and Exchange Commission. The Company does not undertake to revise or update any forward-looking statements for any reason.
3
RADCOM Ltd.
Consolidated Statements of Operations
Unaudited
(thousands of U.S. dollars, except share and per share data)
| Three months ended <br> September 30, | Nine months ended <br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues | $ | 13,195 | $ | 12,011 | $ | 37,590 | $ | 33,762 | ||||
| Cost of revenues | 3,510 | 3,308 | 10,338 | 9,323 | ||||||||
| Gross profit | 9,685 | 8,703 | 27,252 | 24,439 | ||||||||
| Research and development, gross | 5,527 | 5,285 | 15,248 | 16,193 | ||||||||
| Less - royalty-bearing participation | 104 | 187 | 546 | 602 | ||||||||
| Research and development, net | 5,423 | 5,098 | 14,702 | 15,591 | ||||||||
| Sales and marketing | 4,208 | 3,205 | 10,872 | 8,989 | ||||||||
| General and administrative | 1,317 | 1,207 | 3,761 | 3,235 | ||||||||
| Total operating expenses | 10,948 | 9,510 | 29,335 | 27,815 | ||||||||
| Operating loss | (1,263 | ) | (807 | ) | (2,083 | ) | (3,376 | ) | ||||
| Financial income, net | 1,023 | 448 | 3,309 | 1,265 | ||||||||
| (Loss) income before taxes on income | (240 | ) | (359 | ) | 1,226 | (2,111 | ) | |||||
| Taxes on income | (41 | ) | (30 | ) | (105 | ) | (120 | ) | ||||
| Net (loss) income | $ | (281 | ) | $ | (389 | ) | $ | 1,121 | $ | (2,231 | ) | |
| Basic and diluted net income (loss) per ordinary share | $ | (0.02 | ) | $ | (0.03 | ) | $ | 0.07 | $ | (0.15 | ) | |
| Weighted average number of ordinary shares used in computing basic net income (loss) per ordinary share | 15,143,221 | 14,563,841 | 15,033,508 | 14,460,865 | ||||||||
| Weighted average number of ordinary shares used in computing diluted net income (loss) per ordinary share | 15,143,221 | 14,563,841 | 15,691,545 | 14,460,865 |
4
RADCOM LTD.
Reconciliation of GAAP to Non-GAAPFinancial Information
Unaudited
(thousands of U.S. dollars, except share and per share data)
| Three months ended<br> <br>September 30, | Nine months ended<br> <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| GAAP gross profit | $ | 9,685 | $ | 8,703 | $ | 27,252 | $ | 24,439 | ||||
| Stock-based compensation | 207 | 101 | 370 | 292 | ||||||||
| Amortization of intangible assets | 51 | - | 94 | - | ||||||||
| Non-GAAP gross profit | $ | 9,943 | $ | 8,804 | $ | 27,716 | $ | 24,731 | ||||
| GAAP research and development, net | $ | 5,423 | $ | 5,098 | $ | 14,702 | $ | 15,591 | ||||
| Stock-based compensation | 1,185 | 641 | 2,266 | 1,895 | ||||||||
| Non-GAAP research and development, net | $ | 4,238 | $ | 4,457 | $ | 12,436 | $ | 13,696 | ||||
| GAAP sales and marketing | $ | 4,208 | $ | 3,205 | $ | 10,872 | $ | 8,989 | ||||
| Stock-based compensation | 813 | 361 | 1,449 | 1,026 | ||||||||
| Amortization of intangible assets | 27 | - | 48 | - | ||||||||
| Non-GAAP sales and marketing | $ | 3,368 | $ | 2,844 | $ | 9,375 | $ | 7,963 | ||||
| GAAP general and administrative | $ | 1,317 | $ | 1,207 | $ | 3,761 | $ | 3,235 | ||||
| Stock-based compensation | 335 | 249 | 849 | 612 | ||||||||
| Acquisition related expenses | 20 | - | 57 | - | ||||||||
| Non-GAAP general and administrative | $ | 962 | $ | 958 | $ | 2,855 | $ | 2,623 | ||||
| GAAP total operating expenses | $ | 10,948 | $ | 9,510 | $ | 29,335 | $ | 27,815 | ||||
| Stock-based compensation | 2,333 | 1,251 | 4,564 | 3,533 | ||||||||
| Amortization of intangible assets | 27 | - | 48 | - | ||||||||
| Acquisition related expenses | 20 | - | 57 | - | ||||||||
| Non-GAAP total operating expenses | $ | 8,568 | $ | 8,259 | $ | 24,666 | $ | 24,282 | ||||
| GAAP operating loss | $ | (1,263 | ) | $ | (807 | ) | $ | (2,083 | ) | $ | (3,376 | ) |
| Stock-based compensation | 2,540 | 1,352 | 4,934 | 3,825 | ||||||||
| Amortization of intangible assets | 78 | - | 142 | - | ||||||||
| Acquisition related expenses | 20 | - | 57 | - | ||||||||
| Non-GAAP operating income | $ | 1,375 | $ | 545 | $ | 3,050 | $ | 449 |
5
RADCOM LTD.
Reconciliation of GAAP to Non-GAAPFinancial Information
Unaudited
(thousands of U.S. dollars, except share and per share data)
| Three months ended<br> <br>September 30, | Nine months ended<br> <br>September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ||||||||
| GAAP income (loss) before taxes on income | $ | (240 | ) | $ | (359 | ) | $ | 1,226 | $ | (2,111 | ) |
| Stock-based compensation | 2,540 | 1,352 | 4,934 | 3,825 | |||||||
| Amortization of intangible assets | 78 | - | 142 | - | |||||||
| Acquisition related expenses | 66 | - | 132 | - | |||||||
| Non-GAAP income before taxes on income | $ | 2,444 | $ | 993 | $ | 6,434 | $ | 1,714 | |||
| GAAP net income (loss) | $ | (281 | ) | $ | (389 | ) | $ | 1,121 | $ | (2,231 | ) |
| Stock-based compensation | 2,540 | 1,352 | 4,934 | 3,825 | |||||||
| Amortization of intangible assets | 78 | - | 142 | - | |||||||
| Acquisition related expenses | 66 | - | 132 | - | |||||||
| Non-GAAP net income | $ | 2,403 | $ | 963 | $ | 6,329 | $ | 1,594 | |||
| GAAP net income (loss) per diluted share | $ | (0.02 | ) | $ | (0.03 | ) | $ | 0.07 | $ | (0.15 | ) |
| Stock-based compensation | 0.17 | 0.09 | 0.31 | 0.26 | |||||||
| Amortization of intangible assets | (* | ) | - | 0.01 | - | ||||||
| Acquisition related expenses | (* | ) | - | 0.01 | - | ||||||
| Non-GAAP net income per diluted share | $ | 0.15 | $ | 0.06 | $ | 0.40 | $ | 0.11 | |||
| Weighted average number of shares used to compute diluted net income per share | 15,843,711 | 14,971,391 | 15,691,545 | 14,886,509 |
(*) Less than $ 0.01
6
RADCOM Ltd.
Consolidated Balance Sheets
Unaudited
(thousands of U.S. dollars)
| As of | As of | |||||
|---|---|---|---|---|---|---|
| September 30,<br> <br>2023 | December 31,<br> <br>2022 | |||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 8,458 | $ | 9,527 | ||
| Short-term bank deposits | 70,106 | 64,130 | ||||
| Trade receivables, net | 13,677 | 11,074 | ||||
| Inventories | 390 | 795 | ||||
| Other accounts receivable and prepaid expenses | 1,245 | 1,928 | ||||
| Total Current Assets | 93,876 | 87,454 | ||||
| Non-Current Assets | ||||||
| Long-term bank deposits | - | 4,002 | ||||
| Severance pay fund | 3,006 | 3,524 | ||||
| Other long-term receivables | 1,711 | 2,557 | ||||
| Property and equipment, net | 817 | 1,010 | ||||
| Operating lease right-of-use assets | 1,680 | 2,457 | ||||
| Goodwill and intangible assets, net | 3,036 | - | ||||
| Total Non-Current Assets | 10,250 | 13,550 | ||||
| Total Assets | $ | 104,126 | $ | 101,004 | ||
| Liabilities and Shareholders’ Equity | ||||||
| Current Liabilities | ||||||
| Trade payables | $ | 2,360 | $ | 2,708 | ||
| Deferred revenues and advances from customers | 2,620 | 7,037 | ||||
| Employee and payroll accruals | 4,910 | 5,198 | ||||
| Operating lease liabilities | 907 | 1,024 | ||||
| Other liabilities and accrued expenses | 9,604 | 6,829 | ||||
| Total Current Liabilities | 20,401 | 22,796 | ||||
| Non-Current Liabilities | ||||||
| Accrued severance pay | 3,806 | 3,973 | ||||
| Operating lease liabilities | 681 | 1,452 | ||||
| Other liabilities | 655 | - | ||||
| Total Non-Current Liabilities | 5,142 | 5,425 | ||||
| Total Liabilities | $ | 25,543 | $ | 28,221 | ||
| Shareholders’ Equity | ||||||
| Share capital | $ | 728 | $ | 706 | ||
| Additional paid-in capital | 153,521 | 148,610 | ||||
| Accumulated other comprehensive loss | (3,162 | ) | (2,908 | ) | ||
| Accumulated deficit | (72,504 | ) | (73,625 | ) | ||
| Total Shareholders’ Equity | 78,583 | 72,783 | ||||
| Total Liabilities and Shareholders’ Equity | $ | 104,126 | $ | 101,004 |
7