FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of February, 2004
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 Form 20-F or Form 40-F:
Form 20-F X 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): N/A
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): N/A
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934:
Yes _______ No X
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- N/A
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO RADCOM LTD.'S
("RADCOM") REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS.
333-13244, 333-13246, 333-13248, 333-13250, 333-13254, 333-13252, 333-13236,
333-111931), 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FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED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 Radcom consists of the following documents,
which are attached hereto and incorporated by reference herein:
1. Press Release: RADCOM REPORTS RESULTS FOR 4TH QUARTER AND FULL YEAR 2003.
Dated February 2, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Radcom Ltd.
(Registrant)
Dated: February 3, 2004 By: /s/David Zigdon
------------------
David Zigdon
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
10.1 Press Release: RADCOM REPORTS RESULTS FOR 4TH
QUARTER AND FULL YEAR 2003. Dated February 2, 2004.
EXHIBIT 10.1
Contact:
David Zigdon, CFO
(972) 3-6455004
davidz@radcom.com
RADCOM REPORTS RESULTS FOR 4TH QUARTER AND
FULL YEAR 2003
-- Revenues Reach $4M With 71.8% Gross Margins; Bottom Line Improvement --
TEL-AVIV, Israel--February 2, 2004-- RADCOM Ltd. (RADCOM) (NASDAQ: RDCM) today
announced audited financial results for the fourth quarter and full year ended
December 31, 2003.
Financial Results
Revenues for the fourth quarter of 2003 were $4,046,000, an increase of
30% compared to $3,121,000 in the third quarter of 2003 and 13% compared to
$3,587,000 in the fourth quarter of 2002. This was the Company's third quarter
of sequential revenue growth. The Company's gross margin for the quarter
reached 71.8%, its highest level since the fourth quarter of 2000.
Net loss for the fourth quarter of 2003 improved to $(351,000), or a
net loss of $(0.03) per ordinary share, compared to $(1,014,000), or $(0.10)
per share for the third quarter of 2003, and $(1,085,000), or $(0.10) per
share, for the fourth quarter of 2002. This was the Company's lowest quarterly
net loss since the fourth quarter of 2000.
Revenues for the twelve months ended December 31, 2003 were $11,203,000
compared to $14,591,000 for 2002. Net loss for 2003 was $(6,225,000),
or $(0.59) per ordinary share, compared to $(4,716,000), or $(0.45) per
ordinary share, for 2002. The net loss in 2003 included an inventory write-off
of $960,000 recorded in the first quarter.
Comments of Management
Commenting on the results, Arnon Toussia-Cohen, President and CEO of
RADCOM, said, "We are pleased to report our third straight quarter of sharp
revenue growth, our lowest quarterly net loss in three years, and our highest
gross margins since the fourth quarter of 2000. These encouraging results
reflect continued growth in sales of our Cellular Performer product, which now
accounts for approximately 50% of our revenues. The capabilities of this
product have opened up a window of opportunity which we are addressing with an
aggressive two-pronged sales strategy targeting cellular service providers and
next-generation cellular equipment vendors. A number of potential customers are
currently evaluating the product, and we are optimistic regarding its future
sales."
RADCOM REPORTS/2
"At the same time," Mr. Toussia-Cohen added, "sales of our VoIP
Performer product remain steady, and we are pleased with a rising level of
interest in our Omni-Q product. VoIP deployments have begun to grow in scale,
and the ramp-up in VoIP traffic is beginning to create significant quality
challenges for service providers. We believe this will lead to increased demand
over the long term for both the VoIP Performer and Omni-Q."
Mr. Toussia-Cohen concluded, "Overall, we are pleased with our results
of the quarter. With exceptional products and strong demand, we feel well
positioned and are optimistic regarding our future prospects."
On January 15, 2004 the Company presented Nasdaq authorities with its
plan to re-establish compliance with Nasdaq National Market listing
requirements. This plan includes the Company's current efforts to raise funds
from private investors. The Company has not yet been notified regarding
Nasdaq's evaluation of this plan, and there can be no assurance that Nasdaq
will approve the plan, or that the Company will complete its financing and
avoid delisting from the Nasdaq National Market.
A teleconference to discuss the results will be held today, February
2nd, at 9:00 a.m. Eastern Time. To participate, please call 1-888-273-9885
from the U.S., or +1-612-332-0523 from international locations, approximately
five minutes before the call is scheduled to begin. A replay of the call will
be available from 10:45 AM Eastern Time on February 2nd until midnight February
9th. To access the replay, please call 1-800-475-6701 from the U.S., or
+1-320-365-3844 from international locations, and use the access code 715682.
The conference call can also be accessed online at www.radcom.com.
###
RADCOM designs, manufactures, markets and supports network test and quality
management solutions for service providers, developers and enterprises
worldwide. The company specializes in comprehensive performance measurement and
voice quality management systems for VoIP and cellular converged networks as
well as in a line of high quality, integrated, multitechnology WAN/LAN/ATM test
solutions. For more information, please visit www.RADCOM.com.
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. These forward-looking statements involve known
and unknown risks and uncertainties which could cause the actual results,
performance or achievements of the Company to be materially different from
those which may be expressed or implied by such statements, including, among
others, changes in general economic and business conditions and specifically,
decline in demand to the Company's products, inability to timely develop and
introduce new technologies, products and applications and loss of market share
and pressure on prices resulting from competition. 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 Securities and Exchange Commission.
RADCOM REPORTS/3
RADCOM Ltd.
Consolidated Statements of Operations
(1000's of U.S. dollars, except per share data)
Three months ended Twelve months ended
December 31, December 31,
----------------------------- ----------------------------------
2003 2002 2003 2002
------------- ------------ ------------- -----------
(unaudited) (unaudited) (audited) (audited)
-------------- ------------- ------------- -----------
Sales $ 4,046 $ 3,587 $ 11,203 $ 14,591
Cost of sales 1,141 1,303 4,894 5,047
------------- --------------- ------------- -----------
Gross profit 2,905 2,284 6,309 9,544
Research and development, gross 1,259 1,593 5,593 6,481
Less - royalty-bearing participation 491 725 1,997 2,328
-------------- -------------- ------------- -----------
Research and development, net 768 868 3,596 4,153
Sales and marketing 2,071 1,837 7,411 8,306
General and administrative 439 703 1,620 2,018
-------------- --------------- ------------- ------------
Total operating expenses 3,278 3,408 12,627 14,477
--------------- --------------- ------------- ------------
Operating loss (373) (1,124) (6,318) (4,933)
Financing income, net 22 39 93 217
---------------- --------------- ------------ -------------
Net loss (351) (1,085) (6,225) (4,716)
================= =============== ============ =============
Basic loss per ordinary share $ (0.03) $ (0.10) $ (0.59) $ (0.45)
================= =============== ============ =============
Weighted average number of 10,496,550 10,492,050 10,493,184 10,492,050
Ordinary shares (basic)
(Additional table to follow)
RADCOM REPORTS/4
RADCOM Ltd.
Consolidated Balance Sheets
(1000's of U.S. dollars)
As of As of
December 31, 2003 December 31, 2002
---------------------------- --------------------
(audited) (audited)
--------------------------- --------------------
Current Assets
Cash and cash equivalents 5,614 7,207
Short-term bank deposits - 3,006
Trade receivables, net 3,769 2,983
Inventories and inventory prepayments 1,739 2,182
Other current assets 346 601
---------------------------- --------------------
Total Current Assets 11,468 15,979
--------------------------- --------------------
Assets held for severance benefits 1,449 1,187
---------------------------- --------------------
Property and equipment, net 1,486 2,263
---------------------------- --------------------
Total Assets 14,403 19,429
============================ =====================
Liabilities and Shareholders' Equity
Current Liabilities
Trade payables 1,152 1,276
Other payables and accrued expenses 4,849 3,996
---------------------------- ---------------------
Total Current Liabilities 6,001 5,272
---------------------------- ---------------------
Liability for employees severance pay benefits 2,156 1,813
---------------------------- ---------------------
Total Liabilities 8,157 7,085
---------------------------- ---------------------
Shareholders' Equity
Share capital 57 57
Additional paid-in capital 38,273 38,146
Accumulated deficit (32,084) (25,859)
---------------------------- --------------------
Total Shareholders' Equity 6,246 12,344
---------------------------- --------------------
Total Liabilities and Shareholders' Equity 14,403 19,429
============================ =====================