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 January, 2003
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EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OF FURNISHED.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 fourth quarter and full year of
2002. Dated January 27, 2003.
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: February 9, 2003 By: David Zigdon
----------------
David Zigdon
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
10.1 Press Release: Radcom reports results for the
fourth quarter and full year of 2002. Dated
January 27, 2003.
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
FOR IMMEDIATE RELEASE
RADCOM REPORTS RESULTS FOR THE FOURTH QUARTER
AND FULL YEAR OF 2002
Another Sequential Increase in Quarterly Revenues;
"Performer" Momentum Building
TEL-AVIV, Israel--January 27, 2003-- RADCOM Ltd. (RADCOM) (NASDAQ:
RDCM) today announced financial results for the fourth quarter and full year
ended December 31, 2002.
Results of the Fourth Quarter
Revenues for the fourth quarter of 2002 were $3,587,000, a sequential
increase of 2.4% as compared to $3,502,000 for the third quarter of 2002.
Revenues for the fourth quarter of 2001 were $5,221,000.
Gross Margin for the fourth quarter was 64%, compared to 66% for the
third quarter of 2002, and 62% for the fourth quarter of 2001. The decrease in
gross margin was the result of a change in the mix of products sold during the
quarter.
General and Administrative expenses for the fourth quarter included a
provision for bad debt of approximately $300,000 related to the bankruptcy of
the Company's distributor in Canada.
Net loss for the fourth quarter of 2002 was $(1,085,000), or $(0.10)
per ordinary share, compared to $(852,000), or $(0.08) per ordinary share for
the third quarter of 2002, and $(1,279,000), or $(0.12) per ordinary share for
the fourth quarter of 2001.
Results of the Full Year
Revenues for 2002 were $14,591,000 compared to $18,676,000 for 2001.
The Company's gross margin for the period rose to 65%, from a reported gross
margin of 53% for the year ended December 31, 2001.
Net loss for 2002 was $(4,716,000), or $(0.45) per ordinary share.
Reported net loss for the full year 2001 was $(11,448,000), or $(1.09) per
ordinary share.
(more)
RADCOM REPORTS/2
Comments of Management
Commenting on the results, Arnon Toussia-Cohen, President and CEO of
RADCOM, said, "2002 was an important transitional year as we repositioned the
Company to address dramatically changed markets. Our focus on the Quality
Assurance (QA) laboratories of key equipment manufacturers delivered a
three-fold increase in sales of our cutting-edge Performer products as compared
to 2001, and fueled sequential quarterly revenue growth beginning in the second
quarter. In parallel, our cost-cutting program significantly reduced operating
expenses by 32%, contributing to a 59% reduction in net loss for the year.
"Intensive product development throughout the year has positioned us to
take advantage of emerging opportunities. We are ready to launch our
next-generation Performer product series, which we believe is one of the
industry's strongest high-end analyzers for cellular-over-data and Voice Over
Packet networks. Answering the demands of top-tier vendors and service
providers, this new product line will strengthen our offerings to these markets,
which we believe should result in a higher level of repeat sales."
A teleconference to discuss the quarter will be held on Tuesday,
January 28, 2003, at 9:00 a.m. ET. 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 REPORTS/3
RADCOM Ltd.
Consolidated Statements of Operations
(1,000's of U.S. dollars, except for per share data)
Three months ended Dec. 31, Twelve months ended Dec. 31,
---------------------------------- -----------------------------------
2002 2001 2002 2001
--------------- -------------- ------------------ -------------
unaudited unaudited audited audited
--------------- -------------- ------------------ -------------
Sales $ 3,587 $ 5,221 $ 14,591 $ 18,676
Cost of sales 1,303 1,995 5,047 8,811
--------------- -------------- ------------------ -------------
Gross profit 2,284 3,226 9,544 9,865
--------------- -------------- ------------------ -------------
Research and development, gross 1,593 2,016 6,481 9,380
Less - royalty-bearing participation 725 520 2,328 1,976
--------------- -------------- ------------------ -------------
Research and development, net 868 1,496 4,153 7,404
Sales and marketing 1,837 2,583 8,306 11,513
General and administrative 703 494 2,018 2,437
--------------- -------------- ------------------ -------------
Total operating expenses 3,408 4,573 14,477 21,354
--------------- -------------- ------------------ -------------
Operating loss (1,124) (1,347) (4,933) (11,489)
Financing income, net 39 68 217 41
--------------- -------------- ------------------ -------------
Net loss (1,085) (1,279) (4,716) (11,448)
=============== ============== ================== =============
Basic loss per ordinary share $ (0.10) $ (0.12) $ (0.45) $ (1.09)
=============== ============== ================== =============
Weighted average number of
ordinary shares (basic) 10,492,050 10,492,050 10,492,050 10,511,789
(Additional table to follow)
RADCOM REPORTS/4
RADCOM Ltd.
Consolidated Balance Sheets
(1000's of U.S. dollars)
As of As of
December 31, 2002 December 31, 2001
------------------------------- ------------------------------
audited audited
------------------------------- ------------------------------
Current Assets
Cash and cash equivalents 7,207 3,860
Short-term bank deposits 3,006 6,655
Marketable securities - 1,825
Trade receivables, net 2,983 3,596
Inventories 2,182 2,652
Other current assets 601 1,489
------------------------------- ------------------------------
Total Current Assets 15,979 20,077
------------------------------- ------------------------------
Assets held for severance benefits 1,187 *986
------------------------------- ------------------------------
Property and Equipment. Net 2,263 3,243
------------------------------- ------------------------------
Total Assets 19,429 24,306
=============================== ==============================
Liabilities and Shareholders' Equity
Current Liabilities
Trade payables 1,276 1,263
Other payables and accrued expenses 3,996 4,370
------------------------------- ------------------------------
Total Current Liabilities 5,272 5,633
------------------------------- ------------------------------
Liability for Employees Severance Pay Benefits 1,813 *1,747
------------------------------- ------------------------------
Total Liabilities 7,085 7, 380
------------------------------- ------------------------------
Shareholders' Equity
Share capital 57 57
Additional paid-in capital 38,146 38,012
Accumulated deficit (25,859) (21,143)
------------------------------- ------------------------------
Total Shareholders' Equity 12,344 16,926
------------------------------- ------------------------------
Total Liabilities and Shareholders' Equity 19,429 24,306
=============================== ==============================
* Reclassified.