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 October, 2002
Commission File Number: 0-29452
RADCOM LTD.
(Translation of Registrant's Name into English)
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),
AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE
EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OF FURNISHED.
CONTENTS
This report on Form 6-K of Radcom consists of the following documents, which is
attached hereto and incorporated by reference herein:
1. Press Release: Radcom reports results for the third quarter and first nine
months of 2002. Dated October 21, 2002.
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 Limited
(Registrant)
Dated: November 5, 2002 By: /s/ David Zigdon
----------------
David Zigdon
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
10.1 Press Release: Radcom reports results for the third
quarter and first nine months of 2002. Dated
October 21, 2002.
EXHIBIT 10.1
Contacts:
RADCOM KCSA
David Zigdon, CFO Lee Roth/Evan Smith, CFA
(972) 3-6455004 (212) 896-1209/ (212) 896-1251
davidz@radcom.com lroth@kcsa.com/esmith@kcsa.com
RADCOM REPORTS RESULTS FOR THE THIRD QUARTER
AND FIRST NINE MONTHS OF 2002
Revenues Increase 13% Sequentially; 43% Reduction In Operating Loss
TEL-AVIV, Israel--October 21, 2002-- RADCOM Ltd. (RADCOM) (NASDAQ:
RDCM) today announced financial results for the third quarter and nine months
ended September 30, 2002.
Results of the Third Quarter
Revenues for the third quarter of 2002 were $3,502,000, a sequential
increase of 13% as compared to $3,097,000 for the second quarter of 2002.
Revenues for the third quarter of 2001 were $4,259,000. The Company's gross
margins for the third quarter of 2002 were 66% -- equal to the gross marginsof
the second quarter of 2002 and higher than the 59% gross margins recorded in the
third quarter of 2001.
Operating loss for the third quarter of 2002 was $(901,000), a
substantial improvement as compared to $(1,554,000) in the second quarter of
2002, and $(1,784,000) in the third quarter of 2001. This reduction in operating
loss reflects a significant decrease in all operating expenses.
Net loss for the third quarter of 2002 was $(852,000), or $(0.08) per
ordinary share, compared to $(1,488,000), or $(0.14) per ordinary share for the
second quarter of 2002, and $(1,679,000), or $(0.16) per ordinary share for the
third quarter of 2001.
Results of the First Nine Months
Revenues for the first nine months of 2002 were $11,004,000 compared to
$13,455,000 for the first nine months of 2001. The Company's gross margin for
the period improved to 66%, from 59% for the first nine months of 2001
(excluding writeoffs as detailed in the Company's 2001 financial reports).
Operating loss for the first nine months of 2002 was $(3,809,000).
Operating loss for the first nine months of 2001 excluding writeoffs as detailed
in the Company's 2001 financial reports was $(7,305,000), while reported
operating loss for the first nine months of 2001 was $(10,142,000).
Net loss for the first nine months of 2002 was $(3,631,000), or $(0.35)
per ordinary share. Net loss for the first nine months of 2001, excluding
writeoffs as detailed in the Company's 2001 financial reports, was $(6,740,000),
or $(0.64) per ordinary share, while reported net loss for the first nine months
of 2001 was $(10,169,000), or $(0.97) per ordinary share.
Comments of Management
Commenting on the results, Arnon Toussia-Cohen, President and CEO of
RADCOM, said, "We are pleased to report increased revenues and decreased losses
compared to the second quarter, together with a slight improvement in our cash
position. The improved results reflect the stronger performance of our channels
in the Far East, together with relatively stronger sales of Voice Over IP
products in all regions. Our successful cost-cutting initiatives continue to
significantly reduce all of our operating expenses, resulting in approximately
43% reduction of operating and net losses. Given today's extremely difficult
markets, we continue to search out revenue opportunities while improving our
technologies, closely managing our expenses, and conserving our cash reserves."
A teleconference to discuss the quarter will be held on Tuesday,
October 22, 2002, at 9:00 a.m. EDT. A live broadcast is available through the
Company's website, http://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 a line of high-quality, integrated,
multitechnology WAN/LAN test solutions as well as unique performance
measurement solutions for VoIP and cellular converged networks. RADCOM's
analysis and simulation solutions are used in the development and manufacture
of network devices, and in the installation and ongoing maintenance of
operational networks to facilitate real-time isolation, diagnosis, and
resolution of network problems. RADCOM's sales network includes over 60
distributors in 50 countries worldwide and 10 manufacturer's representatives
across North America. RADCOM's customers include Cisco, Lucent, Ericsson,
Nokia, Motorola, AT&T, MCI Worldcom, Sprint, British Telecom, Deutsche Telecom
and Telstra.
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.
To receive RADCOM's press releases online, or to download a complete Digital
Investor Kit(TM) including past press releases, regulatory filings and corporate
materials, please click on the "Digital Investor Kit(TM)" icon at www.kcsa.com.
RADCOM Ltd.
Consolidated Statements of Operation
(1,000's of U.S. dollars, except for per share data)
Three months ended Sept. 30, Nine months ended Sept. 30,
---------------------------------- ----------------------------------
2002 2001 2002 2001
--------------- -------------- ----------------- -------------
unaudited unaudited unaudited unaudited
--------------- -------------- ----------------- -------------
Sales $ 3,502 $ 4,259 $ 11,004 $ 13,455
Cost of sales (1) 1,191 1,758 3,744 6,816
--------------- -------------- ----------------- -------------
Gross profit 2,311 2,501 7,260 6,639
Research and development, gross (2) 1,506 1,989 4,888 7,364
Less - royalty-bearing participation 653 511 1,603 1,456
--------------- -------------- ----------------- -------------
Research and development, net 853 1,478 3,285 5,908
Sales and marketing (3) 1,933 2,294 6,469 8,930
General and administrative (4) 426 513 1,315 1,943
--------------- -------------- ----------------- -------------
Total operating expenses 3,212 4,285 11,069 16,781
--------------- -------------- ----------------- -------------
Operating loss (901) (1,784) (3,809) (10,142)
Financing income (expenses), net (5) 49 105 178 (27)
--------------- -------------- ----------------- -------------
Net loss (852) (1,679) (3,631) (10,169)
=============== ============== ================= =============
Basic loss per ordinary share $ (0.08) $ (0.16) $ (0.35) $ (0.97)
=============== ============== ================= =============
Weighted average number of
ordinary shares (basic) 10,492,050 10,492,050 10,492,050 10,518,441
The results of the nine months ended September 30, 2001 include one time charges
that total $3,429,000 as follows:
(1) Inventory writeoff of $1,061,000; provision for layoff of employees of
$275,000.
(2) Impairment of assets of $60,000; provision for layoff of employees of
$645,000.
(3) Writeoff demo equipments of $115,000; provision for layoff of employees of
$260,000.
(4) Provision for bad debts and other of $401,000; provision for layoff of
employees of $20,000.
(5) Impairment of investment in marketable securities of $592,000.
(Additional table to follow)
RADCOM REPORTS/5
RADCOM Ltd.
Consolidated Balance Sheets
(1000's of U.S. dollars)
As of As of
September 30, 2002 December 31, 2001
---------------------------- ------------------------
unaudited audited
---------------------------- ------------------------
Current Assets
Cash and cash equivalents 10,574 3,860
Short-term bank deposits - 6,655
Marketable securities - 1,825
Trade receivables, net 3,086 3,596
Inventories 2,226 2,652
Other current assets 461 1,489
---------------------------- ------------------------
Total Current Assets 16,347 20,077
---------------------------- ------------------------
Property and Equipment
Cost 10,784 10,534
Less - accumulated depreciation (8,255) (7,291)
---------------------------- ------------------------
2,529 3,243
---------------------------- ------------------------
Total Assets 18,876 23,320
============================ ========================
Liabilities and Shareholders' Equity
Current Liabilities
Trade payables 1,065 1,263
Other payables and accrued expenses 3,764 4,370
---------------------------- ------------------------
Total Current Liabilities 4,829 5,633
---------------------------- ------------------------
Liability for Employees Severance Pay Benefits 650 761
---------------------------- ------------------------
Total Liabilities 5,479 6,394
---------------------------- ------------------------
Shareholders' Equity
Share capital 57 57
Additional paid-in capital 38,114 38,012
Accumulated deficit (24,774) (21,143)
---------------------------- ------------------------
Total Shareholders' Equity 13,397 16,926
---------------------------- ------------------------
Total Liabilities and Shareholders' Equity 18,876 23,320
============================ ========================