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 January 2024 (Report No. 2)

 

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 EXHIBIT 99.1 TO THIS FORM 6-K OF THE REGISTRANT AND THE FIRST PARAGRAPH OF THE PRESS RELEASE ATTACHED AS EXHIBIT 99.2 TO THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-190207, 333-195465, 333-203087, 333-211628, 333-215591, 333-260997, 333-270983 AND 333-276692), AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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:

 

Exhibit 99.1   Press release, dated January 31, 2024, reporting the Registrant’s Fourth Quarter and Full Year of 2023 Results
     
Exhibit 99.2   Press release, dated January 31, 2024, titled “RADCOM Appoints Guy Shemesh as its new CEO to Succeed Eyal Harari”

 

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: January 31, 2024 By: /s/ Hadar Rahav
  Name:  Hadar Rahav
  Title: Chief Financial Officer

 

 

 

2

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

RADCOM Delivers Strong Fourth Quarter and Record Full Year 2023 Results with Revenue Growth and Accelerated Profitability

 

Fourth quarter revenue of $14.0 million, 14% year-over-year growth, and full-year revenue of $51.6 million, 12% year-over-year growth.

 

Record fourth quarter of $3.8 million non-GAAP net income and $10.2 million non-GAAP full year net income

 

TEL AVIV, Israel – January 31, 2024 − RADCOM Ltd. (Nasdaq: RDCM) announced financial results for the full year, and the fourth quarter ended December 31, 2023.

 

Fourth Quarter 2023 Financial Highlights:

 

Total revenues for the fourth quarter were $14.0 million, compared to $12.3 million in the fourth quarter of 2022, 14% year-over-year growth.

 

GAAP net income for the fourth quarter was $2.6 million, or $0.17 per diluted share, compared to a GAAP net loss of $0.03 million, or $0.00 per diluted share, for the fourth quarter of 2022.

 

Non-GAAP net income for the period was $3.8 million, or $0.25 per diluted share, compared to a non-GAAP net income of $1.3 million, or $0.09 per diluted share, for the fourth quarter of 2022.

 

As of December 31, 2023, the Company had cash and cash equivalents, short-term bank deposits of $82.2 million, and no debt, ending the year with its highest cash levels.

 

Full Year 2023 Financial Highlights:

 

Total revenues for the full year were $51.6 million, compared to $46.1 million for 2022.

 

GAAP net income for the full year was $3.7 million, or $0.24 per diluted share, compared to a GAAP net loss of $2.3 million, or $0.16 per diluted share, for 2022.

 

Non-GAAP net income for the full year amounted to $10.2 million, or $0.67 per diluted share, compared to a non-GAAP net income of $2.9 million, or $0.19 per diluted share for the full year 2022.

 

Management Comments:

 

Eyal Harari, RADCOM’s Chief Executive Officer, commented on the results: “2023 was an exceptional, record year for RADCOM, continuing the last four years of growth momentum. We achieved a fourth consecutive year of growth with record revenue of $51.6 million, representing 12% growth year-over-year.

 

 

 

 

“We crossed the $50 million annual revenue threshold and scaled up to a mid-size software company for the first time. At the same time, we continued our path to sustained profitability, achieving a record net income for 2023 of $10.2 million on a non-GAAP basis, while our positive cash flow also reached a milestone totaling $82.2 million, with no debt.

 

“Recently, we proudly announced our position as one of the first assurance vendors to harness the power of GenAI for real-time and efficient management of 5G networks. Our market-leading solutions thoughtfully align with operators’ needs, providing a unique technology to address critical network challenges. This underscores the significance of our industry-leading solutions in the rapidly expanding 5G market. We are confident that our offerings will drive sustained growth.

 

Mr. Harari concluded, “Our record results and positive momentum demonstrate the value of our advanced technology and the strength of our business model. Looking at 2024, thanks to our strong execution and current visibility, we are confident in delivering a fifth consecutive year of revenue growth and increasing our profitability. Our full-year 2024 revenue guidance is $56 - $60 million.”

 

Earnings Conference Call

 

RADCOM’s management will hold an interactive conference call today at 8:00 am Eastern Time (3:00 pm Israel Standard 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 or +1-888-281-1167

 

From other locations: +972-3-918-0644

 

For those unable to listen, a conference call replay 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 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 and expectations regarding its growth, including sustainable, profitable growth, momentum, and the potential of GenAI, it uses 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
December 31,
   Twelve months ended
December 31,
 
   2023   2022   2023   2022 
Revenues  $14,010   $12,289   $51,600   $46,051 
Cost of revenues   3,435    3,391    13,773    12,714 
Gross profit   10,575    8,898    37,827    33,337 
Research and development, gross   4,327    5,290    19,575    21,483 
Less - royalty-bearing participation   190    160    736    762 
Research and development, net   4,137    5,130    18,839    20,721 
Sales and marketing   3,720    3,281    14,592    12,270 
General and administrative   1,297    1,225    5,058    4,460 
Total operating expenses   9,154    9,636    38,489    37,451 
Operating income (loss)   1,421    (738)   (662)   (4,114)
Financial income, net   1,248    751    4,557    2,016 
Income (loss) before taxes on income   2,669    13    3,895    (2,098)
Taxes on income   (77)   (39)   (182)   (159)
                     
Net income (loss)  $2,592   $(26)  $3,713   $(2,257)
                     
Basic net income (loss) per ordinary share  $0.17   $(0.00)  $0.25   $(0.16)
Diluted net income (loss) per ordinary share  $0.17   $(0.00)  $0.24   $(0.16)
Weighted average number of ordinary shares used in computing basic net income (loss) per ordinary share   15,291,917    14,717,096    15,098,642    14,525,449 
Weighted average number of ordinary shares used in computing diluted net income (loss) per ordinary share   15,446,177    14,717,096    15,297,947    14,525,449 

 

 

4

 

 

RADCOM LTD.

Reconciliation of GAAP to Non-GAAP Financial Information

Unaudited 

(thousands of U.S. dollars, except share and per share data)

 

   Three months ended
December 31,
   Twelve months ended
December 31,
 
   2023   2022   2023   2022 
GAAP gross profit  $10,575   $8,898   $37,827   $33,337 
Stock-based compensation   71    100    441    392 
Amortization of intangible assets   57    -    151    - 
Non-GAAP gross profit  $10,703   $8,998   $38,419   $33,729 
                     
GAAP research and development, net  $4,137   $5,130   $18,839   $20,721 
Stock-based compensation   424    602    2,690    2,497 
Non-GAAP research and development, net  $3,713   $4,528   $16,149   $18,224 
                     
GAAP sales and marketing  $3,720   $3,281   $14,592   $12,270 
Stock-based compensation   370    361    1,820    1,387 
Amortization of intangible assets   29    -    77    - 
Non-GAAP sales and marketing  $3,321   $2,920   $12,695   $10,883 
                     
GAAP general and administrative  $1,297   $1,225   $5,058   $4,460 
Stock-based compensation   319    283    1,169    895 
Acquisition related expenses   -    -    56    - 
Non-GAAP general and administrative  $978   $942   $3,833   $3,565 
                     
GAAP total operating expenses  $9,154   $9,636   $38,489   $37,451 
Stock-based compensation   1,113    1,246    5,678    4,779 
Amortization of intangible assets   29    -    77    - 
Acquisition related expenses   -    -    56    - 
Non-GAAP total operating expenses  $8,012   $8,390   $32,678   $32,672 
                     
GAAP operating income (loss)  $1,421   $(738)  $(662)  $(4,114)
Stock-based compensation   1,184    1,346    6,119    5,171 
Amortization of intangible assets   86    -    228    - 
Acquisition related expenses   -    -    56    - 
Non-GAAP operating income  $2,691   $608   $5,741   $1,057 

 

5

 

 

RADCOM LTD.

Reconciliation of GAAP to Non-GAAP Financial Information

Unaudited 

(thousands of U.S. dollars, except share and per share data)

 

   Three months ended
December 31,
   Twelve months ended
December 31,
 
   2023   2022   2023   2022 
GAAP income (loss) before taxes on income  $2,669   $13   $3,895   $(2,098)
Stock-based compensation   1,184    1,346    6,119    5,171 
Amortization of intangible assets   86    -    228    - 
Acquisition related expenses   -    -    56    - 
Financial (income) expenses   (15)   -    60    - 
Non-GAAP income before taxes on income  $3,924   $1,359   $10,358   $3,073 
                     
GAAP net income (loss)  $2,592   $(26)  $3,713   $(2,257)
Stock-based compensation   1,184    1,346    6,119    5,171 
Amortization of intangible assets   86    -    228    - 
Acquisition related expenses   -    -    56    - 
Financial (income) expenses   (15)   -    60    - 
Non-GAAP net income  $3,847   $1,320   $10,176   $2,914 
                     
GAAP net income (loss) per diluted share  $0.17   $(0.00)  $0.24   $(0.16)
Stock-based compensation   0.08    0.09    0.43    0.35 
Amortization of intangible assets   (*)   -    (*)   - 
Acquisition related expenses   (*)   -    (*)   - 
Non-GAAP net income per diluted share  $0.25   $0.09   $0.67   $0.19 
Weighted average number of shares used to compute diluted net income (loss) per share   15,446,177    15,329,035    15,297,947    14,997,667 

 

(*)Less than $ 0.01

 

6

 

 

RADCOM Ltd.
Consolidated Balance Sheets
Unaudited

(thousands of U.S. dollars)

 

   As of   As of 
  

December 31,

2023

  

December 31,

2022

 
Current Assets        
Cash and cash equivalents  $10,892   $9,527 
Short-term bank deposits   71,273    64,130 
Trade receivables, net   13,412    11,074 
Inventories   246    795 
Other accounts receivable and prepaid expenses   1,592    1,928 
Total Current Assets   97,415    87,454 
           
Non-Current Assets          
Long-term bank deposits   -    4,002 
Severance pay fund   3,142    3,524 
Other long-term receivables   1,573    2,557 
Property and equipment, net   798    1,010 
Operating lease right-of-use assets   1,651    2,457 
Goodwill and intangible assets, net   2,950    - 
Total Non-Current Assets   10,114    13,550 
           
Total Assets  $107,529   $101,004 
           
Liabilities and Shareholders’ Equity          
           
Current Liabilities          
Trade payables  $2,640   $2,708 
Deferred revenues and advances from customers   1,469    7,037 
Employee and payroll accruals   5,400    5,198 
Operating lease liabilities   1,062    1,024 
Other liabilities and accrued expenses   9,540    6,829 

Total Current Liabilities

   20,111    22,796 
           
Non-Current Liabilities          
Accrued severance pay   3,728    3,973 
Operating lease liabilities   561    1,452 
Other liabilities and accrued expenses   638    - 
Total Non-Current Liabilities   4,927    5,425 
           
Total Liabilities  $25,038   $28,221 
           
Shareholders’ Equity          
Share capital  $736   $706 
Additional paid-in capital   154,697    148,610 
Accumulated other comprehensive loss   (3,030)   (2,908)
Accumulated deficit   (69,912)   (73,625)
Total Shareholders’ Equity   82,491    72,783 

Total Liabilities and Shareholders’ Equity

  $107,529   $101,004 

 

 

 

7

 

 

Exhibit 99.2

 

 

 

FOR IMMEDIATE RELEASE

 

RADCOM Appoints Guy Shemesh as its new CEO to Succeed Eyal Harari

 

TEL AVIV, Israel – January 31, 2024 − RADCOM Ltd. (Nasdaq: RDCM) today announced that Eyal Harari, RADCOM’s Chief Executive Officer (CEO) since 2020, is retiring from his position at RADCOM and Guy Shemesh, formerly Vice President of Business Applications and General Manager, Vice President Cloud Business Unit at Nokia, will start his role as CEO on February 14, 2024.

 

Eyal Harari, RADCOM’s outgoing CEO, commented, “After over 20 years in various leadership roles within the company, including four years as CEO, leading the company through 16 consecutive revenue growth quarters, driving increased profitability, while establishing a robust recurring revenue business model as a software company, RADCOM is well positioned for a change in leadership. Now, it is the right time to move on to the next challenge and entrust the leadership to my successor. I will support Guy Shemesh and serve as an advisor to ensure a seamless transition.”

 

Guy Shemesh is a seasoned telecom executive with over 20 years of experience selling to tier-1 operators in the global telecom market. Guy Shemesh co-founded and later led Nokia’s CloudBand Business Unit, leading the sales of Nokia’s CloudBand Software Platform to multiple operators worldwide since 2011. Guy Shemesh has deep domain knowledge of building innovative software platforms that are the cornerstone of 5G networks. As Vice President at Nokia, he was responsible for selling and developing a comprehensive software products portfolio, CloudBand, assurance, monetization, AI/analytics, and more. His knowledge, experience, and skill set align with RADCOM’s cloud-based product strategy and vision.

 

Guy Shemesh commented, “I am delighted to join RADCOM, a fast-growing company with tremendous potential and innovative market-leading technology. I will leverage this tremendous potential to accelerate global sales and enhance customer value. As a company that prioritizes innovation, works closely with operators, and constantly invests in R&D, RADCOM is uniquely positioned to capitalize on the 5G transformation through its cloud-based technologies, empowered by Generative Artificial Intelligence (GenAI). I am thoroughly impressed with the passionate team, their mission, personal commitment, and RADCOM’s culture and values. I believe this approach will drive revenue growth and expand our market share in the telco space.”

 

Ms. Heli (Rachel) Bennun, RADCOM’s Executive Chairman of the Board, commented, “I would like to express the Board’s sincere thanks and appreciation to Eyal Harari for his long-term leadership at RADCOM and especially his last four years in his role as CEO that has fueled the company’s successful growth, and driven the company to be a strong, profitable company. We are grateful for his leadership and dedicated service and wish him well in his future endeavors.”

 

“We are excited to welcome Guy Shemesh as RADCOM’s new CEO, a seasoned telecom executive with vast experience selling to tier-1 operators, and established relationships with top-level industry executives around the globe.

 

“With a proven track record in selling to telcos as an expert in cloud technologies, we have complete confidence in Guy’s ability to accelerate RADCOM’s growth. We believe Guy has the sales experience in the telco domain and the industry knowledge the company needs to scale its growth and profitability to the next level.”

 

###

 

 

 

 

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.

 

Risks Regarding Forward-Looking Statements

 

Certain statements made herein that use the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For example, when RADCOM discusses its potential, innovative and market leading technology, the role of GenAI and cloud based technologies in the company’s potential success and enhancing global sales, profitability and customer value it uses forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause the actual results, performance or achievements of RADCOM 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 the demand for RADCOM’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 RADCOM’s business, reference is made to RADCOM’s reports filed from time to time with the United States Securities and Exchange Commission. RADCOM does not undertake to revise or update any forward-looking statements for any reason.

 

 

 

 

 


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