RDCM 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 2024
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 FIRST, SECOND, AND FIFTH PARAGRAPHS OFTHE PRESS RELEASE ATTACHED AS EXHIBIT 99.1 TO THIS FORM 6-K AND THE GAAP FINANCIAL STATEMENTS INCLUDED IN EXHIBIT 99.2 TO THIS FORM 6-KOF THE REGISTRANT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENTNOS. 333-190207, 333-195465, 333-203087, 333-211628, 333-215591, 333-260997, 333-270983AND 333-276692), AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTSOR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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:
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 13, 2024 | By: | /s/<br> Hadar Rahav |
| Name: | Hadar Rahav | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
FOR IMMEDIATE RELEASE
RADCOM Names BennyEppstein as New CEO, Effective December 1^st^, 2024
TEL AVIV, Israel − November 13, 2024 − RADCOM Ltd. (Nasdaq:RDCM) announced today the appointment of Mr. Eppstein as its new Chief Executive Officer, effective December 1st, 2024. Mr. Eppstein is a seasoned telecom industry veteran with a distinguished track record at Ericsson and Amdocs. He is a U.S. resident with over 20 years of sales experience working with tier-one telecom operators in North America and Japan.
Mr. Eppstein held several leadership positions while at Amdocs, culminating in his role as General Manager and Division President for Canada. Before this, he managed Amdocs’ relationships with top-tier operators like Sprint and T-Mobile. At Ericsson, he served as Vice President, overseeing the relationship with Softbank Mobile in Japan.
Mr. Eppstein commented, “I am thrilled to join RADCOM, a dynamic company with significant growth potential and market-leading assurance technology tailored for top-tier operators transitioning to 5G and the cloud. I aim to leverage this potential to accelerate global sales and enhance customer value. I am confident in RADCOM’s promising future and look forward to engaging with our top-tier customers. Partnering with Mr. Hilik Itman, the team, and the board, I aim to realize opportunities, ensure the total satisfaction of our customers, and accelerate the company’s growth trajectory.”
Ms. Heli (Rachel) Bennun, Active Chairman of RADCOM’s Board, said, “We are excited to welcome Mr. Eppstein as RADCOM’s new CEO. His extensive experience in the telecom sector, residency in the U.S.—home to several of our key customers—and his sales expertise in North America and Japan are pivotal areas of focus for the Company and its future growth. RADCOM is a mature and successful company, and we are confident in Mr. Eppstein’s ability to lead RADCOM into the next level of profitable growth and enhance shareholder value.”
Ms. Heli (Rachel) Bennun added, “I extend my heartfelt gratitude, along with that of the Board of Directors, to Hilik Itman for his dedicated and successful leadership as Interim CEO since April. With Benny’s appointment, Hilik Itman will resume his role as Chief Operating Officer. He will focus more extensively on product development, continue leading research and development (R&D), participate in sales processes, and ensure customer satisfaction.”
About Mr. Eppstein
Prior to joining RADCOM, Mr. Eppstein served as Canada Division President from 2022 to 2024, as a General Manager at the T-Mobile Division from 2020 to 2022, and as Vice President and Client Business Executive and Head of Customer Unit Sprint Corporation from 2015 to 2020 at Amdocs. Prior to Amdocs, Mr. Eppstein was Vice President at Ericsson from 2013 to 2014, managing the relationship with a major telecommunications company and the sales and delivery of software, hardware, and system integration services. Mr. Eppstein holds a B.A. in Public Policy from the Hebrew University of Jerusalem.
For all investor inquiries, please contact:
Investor Relations:
Miri Segal
MS-IR LLC
917-607-8654
Company Contact:
Hadar Rahav
CFO
+972-77-7745062
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.
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 growth potential, profitability, opportunities, increasing shareholder value, market leadership, accelerating sales, and enhancing customer value, 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.
Exhibit 99.2
FOR IMMEDIATE RELEASE
RADCOM Achieves 20% Year-over-Year Revenue Growthand Reaches a Record $90.2 Million Cash Level
Appointed Mr. BennyEppstein as its new Chief Executive Officer, Effective December 1st, 2024
TEL AVIV, Israel – November 13, 2024 − RADCOM Ltd. (Nasdaq:RDCM) announced today its financial results for the third quarter ended September 30, 2024.
Third-quarter 2024 highlights:
| ● | Revenue for the third quarter was $15.8 million, up 20%year-over-year, a new company record |
|---|---|
| ● | GAAP net income was $2.3 million, or $0.14 diluted EPS,<br>compared to a net loss of $0.3 million or $0.02 diluted EPS for the third quarter of 2023. |
| --- | --- |
| ● | Non-GAAP net income was $3.7 million, or $0.23 diluted EPS,<br>compared to $2.4 million, or $0.15 diluted EPS, for the third quarter of 2023. |
| --- | --- |
| ● | $4 million positive cash flow, ending the quarter with $90.2 millionof cash, cash equivalents, and short-term bank deposits, the company’s highest-ever cash level. |
| --- | --- |
First nine-month of 2024 highlights:
| ● | Revenue for the period was $44.8 million, up 19% year-over-year |
|---|---|
| ● | GAAP net income was $4.7 million, or $0.29 diluted EPS,<br>compared to a net income of $1.1 million or $0.07 diluted EPS for the first nine months of 2023. |
| --- | --- |
| ● | Non-GAAP net income was $9.7 million, or $0.61 diluted EPS,<br>compared to $6.3 million, or $0.4 diluted EPS, for the first nine months of 2023. |
| --- | --- |
Hilik Itman, RADCOM’s Interim Chief Executive Officer, stated, “We have made significant progress in expanding our business and are confident in our ability to continue profitable growth and increase market share by leveraging our healthy sales pipeline. We believe our best-in-class 5G assurance platform, combined with integrated artificial intelligence (AI) capabilities, positions us well to meet evolving customer needs and requirements in the 5G market.”
“Following our successful acquisition of Continual in May 2023, we secured a seven-figure, multi-year contract this quarter with a North American operator for our advanced mobility experience analytics. The acquisition of Continual has been beneficial, expanding our innovative service assurance solutions and their value to our current and new customers.
“We achieved record quarterly revenues of $15.8 million, and I am grateful to the RADCOM team for their unwavering dedication and exceptional execution as we drive the company to new heights. With the appointment of our new CEO, Mr. Eppstein, I look forward to partnering with him to accelerate revenue growth, enhance profitability, and increase shareholder value. I will return to my previous role as Chief Operating Officer and focus on driving future product innovations to fuel the company’s growth and ensure customer satisfaction.
“We remain confident in achieving a fifth consecutive year of revenue growth and increased profitability. This confidence enables us to raise our 2024 revenue guidance to $59 to $62 million (from $58 to $61 million).”
Earnings conference call and webcast
RADCOM’s management will hold an interactive conference call on the same day at 8:00 AM Eastern Time (3:00 PM Israel Standard Time) to discuss the results and answer participants’ questions.
| ● | Live webcast: A live webcast of the presentation will be available<br>at https://veidan.activetrail.biz/radcomq3-2024. The webcast will be archived for 90 days following the live presentation. |
|---|---|
| ● | Joining the interactive call: Please dial in approximately five minutes<br>before the call is scheduled to begin: |
| --- | --- |
| o | From the US (toll-free): +1-866-652-8972 or +1-800-994-4498 |
| --- | --- |
| o | From other locations: +972-3-918-0644 |
| --- | --- |
A conference call replay will be available a few hours after the call on RADCOM’s investor relations webpage at https://radcom.com/investor-relations.
2
For all investor inquiries, please contact:
Investor Relations:
Miri Segal
MS-IR LLC
917-607-8654
Company Contact:
Hadar Rahav
CFO
+972-77-7745062
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 in accordance with ASC Topic 718, financial income (expenses), 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 2024 revenue guidance, positioning the Company to meet evolving customer needs and requirements in the 5G market, future benefits from the acquisition of Continual, expanding the Company’s offering and the value to the Company’s installed and new customers and propelling the Company to new heights, 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
RADCO****MLtd.
ConsolidatedStatements of Operations
Unaudi****ted
(thousands of U.S. dollars, except share and per share data)
| Three months ended <br> September 30, | Nine months ended <br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenues | $ | 15,821 | $ | 13,195 | $ | 44,745 | $ | 37,590 | ||||
| Cost of revenues | 4,064 | 3,510 | 11,609 | 10,338 | ||||||||
| Gross profit | 11,757 | 9,685 | 33,136 | 27,252 | ||||||||
| Research and development, gross | 4,696 | 5,527 | 13,910 | 15,248 | ||||||||
| Less - royalty-bearing participation | 182 | 104 | 571 | 546 | ||||||||
| Research and development, net | 4,514 | 5,423 | 13,339 | 14,702 | ||||||||
| Sales and marketing | 4,552 | 4,208 | 13,162 | 10,872 | ||||||||
| General and administrative | 1,484 | 1,317 | 4,858 | 3,761 | ||||||||
| Total operating expenses | 10,550 | 10,948 | 31,359 | 29,335 | ||||||||
| Operating income (loss) | 1,207 | (1,263 | ) | 1,777 | (2,083 | ) | ||||||
| Financial income, net | 1,076 | 1,023 | 3,035 | 3,309 | ||||||||
| Income (loss) before taxes on income | 2,283 | (240 | ) | 4,812 | 1,226 | |||||||
| Taxes on income | (32 | ) | (41 | ) | (92 | ) | (105 | ) | ||||
| Net income (loss) | $ | 2,251 | $ | (281 | ) | $ | 4,720 | $ | 1,121 | |||
| Basic net income (loss) per ordinary share | $ | 0.14 | $ | (0.02 | ) | $ | 0.30 | $ | 0.07 | |||
| Diluted net income (loss) per ordinary share | $ | 0.14 | $ | (0.02 | ) | $ | 0.29 | $ | 0.07 | |||
| Weighted average number of ordinary shares<br> used in computing basic net income (loss) per ordinary share | 15,748,498 | 15,143,221 | 15,595,365 | 15,033,508 | ||||||||
| Weighted average number of ordinary shares used in<br> computing diluted net income (loss) per ordinary share | 16,159,110 | 15,143,221 | 16,002,167 | 15,691,545 |
4
RADCOM LTD.
Reconciliationof GAAP to Non-GAAP Financial Information
Unaudit****ed
(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, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||
| GAAP gross profit | $ | 11,757 | $ | 9,685 | $ | 33,136 | $ | 27,252 | ||
| Stock-based compensation | 107 | 207 | 290 | 370 | ||||||
| Amortization of intangible assets | 57 | 51 | 169 | 94 | ||||||
| Non-GAAP gross profit | $ | 11,921 | $ | 9,943 | $ | 33,595 | $ | 27,716 | ||
| GAAP research and development, net | $ | 4,514 | $ | 5,423 | $ | 13,339 | $ | 14,702 | ||
| Stock-based compensation | 488 | 1,185 | 1,550 | 2,266 | ||||||
| Non-GAAP research and development, net | $ | 4,026 | $ | 4,238 | $ | 11,789 | $ | 12,436 | ||
| GAAP sales and marketing | $ | 4,552 | $ | 4,208 | $ | 13,162 | $ | 10,872 | ||
| Stock-based compensation | 528 | 813 | 1,517 | 1,449 | ||||||
| Amortization of intangible assets | 29 | 27 | 87 | 48 | ||||||
| Non-GAAP sales and marketing | $ | 3,995 | $ | 3,368 | $ | 11,558 | $ | 9,375 | ||
| GAAP general and administrative | $ | 1,484 | $ | 1,317 | $ | 4,858 | $ | 3,761 | ||
| Stock-based compensation | 224 | 335 | 1,265 | 849 | ||||||
| Acquisition related expenses | - | 20 | - | 57 | ||||||
| Non-GAAP general and administrative | $ | 1,260 | $ | 962 | $ | 3,593 | $ | 2,855 | ||
| GAAP total operating expenses | $ | 10,550 | $ | 10,948 | $ | 31,359 | $ | 29,335 | ||
| Stock-based compensation | 1,240 | 2,333 | 4,332 | 4,564 | ||||||
| Amortization of intangible assets | 29 | 27 | 87 | 48 | ||||||
| Acquisition related expenses | - | 20 | - | 57 | ||||||
| Non-GAAP total operating expenses | $ | 9,281 | $ | 8,568 | $ | 26,940 | $ | 24,666 | ||
| GAAP operating income (loss) | $ | 1,207 | $ | (1,263 | ) | $ | 1,777 | $ | (2,083 | ) |
| Stock-based compensation | 1,347 | 2,540 | 4,622 | 4,934 | ||||||
| Amortization of intangible assets | 86 | 78 | 256 | 142 | ||||||
| Acquisition related expenses | - | 20 | - | 57 | ||||||
| Non-GAAP operating income | $ | 2,640 | $ | 1,375 | $ | 6,655 | $ | 3,050 |
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, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||||||||
| GAAP income (loss) before taxes on income | $ | 2,283 | $ | (240 | ) | $ | 4,812 | $ | 1,226 | ||
| Stock-based compensation | 1,347 | 2,540 | 4,622 | 4,934 | |||||||
| Amortization of intangible assets | 86 | 78 | 256 | 142 | |||||||
| Acquisition related expenses | 40 | 66 | 111 | 132 | |||||||
| Non-GAAP income before taxes on income | $ | 3,756 | $ | 2,444 | $ | 9,801 | $ | 6,434 | |||
| GAAP net income (loss) | $ | 2,251 | $ | (281 | ) | $ | 4,720 | $ | 1,121 | ||
| Stock-based compensation | 1,347 | 2,540 | 4,622 | 4,934 | |||||||
| Amortization of intangible assets | 86 | 78 | 256 | 142 | |||||||
| Acquisition related expenses | 40 | 66 | 111 | 132 | |||||||
| Non-GAAP net income | $ | 3,724 | $ | 2,403 | $ | 9,709 | $ | 6,329 | |||
| GAAP net income (loss) per diluted share | $ | 0.14 | $ | (0.02 | ) | $ | 0.29 | $ | 0.07 | ||
| Stock-based compensation | 0.08 | 0.17 | 0.30 | 0.31 | |||||||
| Amortization of intangible assets | 0.01 | (* | ) | 0.02 | 0.01 | ||||||
| Acquisition related expenses | (* | ) | (* | ) | (* | ) | 0.01 | ||||
| Non-GAAP net income per diluted share | $ | 0.23 | $ | 0.15 | $ | 0.61 | $ | 0.40 | |||
| Weighted average number of shares used to compute diluted net income per share | 16,159,110 | 15,843,711 | 16,002,167 | 15,691,545 | |||||||
| (*) | Less than $ 0.01 | ||||||||||
| --- | --- |
6
RADCOM Ltd.
Consolidated Balance Sheets
(thousands of U.S. dollars)
(Unaudited)
| As of | As of | |||||
|---|---|---|---|---|---|---|
| September 30,<br> <br>2024 | December 31,<br> <br>2023 | |||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 15,805 | $ | 10,892 | ||
| Short-term bank deposits | 74,444 | 71,273 | ||||
| Trade receivables, net | 18,978 | 13,412 | ||||
| Inventories | 2,249 | 246 | ||||
| Other accounts receivable and prepaid expenses | 1,991 | 1,592 | ||||
| Total Current Assets | 113,467 | 97,415 | ||||
| Non-Current Assets | ||||||
| Severance pay fund | 3,066 | 3,142 | ||||
| Other long-term receivables | 3,239 | 1,573 | ||||
| Property and equipment, net | 849 | 798 | ||||
| Operating lease right-of-use assets | 875 | 1,651 | ||||
| Goodwill and intangible assets, net | 2,695 | 2,950 | ||||
| Total Non-Current Assets | 10,724 | 10,114 | ||||
| Total Assets | $ | 124,191 | $ | 107,529 | ||
| Liabilities and Shareholders’ Equity | ||||||
| Current Liabilities | ||||||
| Trade payables | $ | 5,851 | $ | 2,640 | ||
| Deferred revenues and advances from customers | 4,870 | 1,469 | ||||
| Employee and payroll accruals | 5,875 | 5,400 | ||||
| Operating lease liabilities | 424 | 1,062 | ||||
| Other liabilities and accrued expenses | 10,098 | 9,540 | ||||
| Total Current Liabilities | 27,118 | 20,111 | ||||
| Non-Current Liabilities | ||||||
| Accrued severance pay | 3,738 | 3,728 | ||||
| Operating lease liabilities | 469 | 561 | ||||
| Other liabilities and accrued expenses | 663 | 638 | ||||
| Total Non-Current Liabilities | 4,870 | 4,927 | ||||
| Total Liabilities | $ | 31,988 | $ | 25,038 | ||
| Shareholders’ Equity | ||||||
| Share capital | $ | 762 | $ | 736 | ||
| Additional paid-in capital | 159,294 | 154,697 | ||||
| Accumulated other comprehensive loss | (2,661 | ) | (3,030 | ) | ||
| Accumulated deficit | (65,192 | ) | (69,912 | ) | ||
| Total Shareholders’ Equity | 92,203 | 82,491 | ||||
| Total Liabilities and Shareholders’ Equity | $ | 124,191 | $ | 107,529 |
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