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 July, 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
THE FINANCIAL STATEMENTS ATTACHED TO THIS FORM 6-K ARE 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 ON FORM F-3 (REGISTRATION
STATEMENT NO. 333-115475), 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THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS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 THE SECOND QUARTER AND FIRST HALF
OF 2004. Dated July 19, 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: July 19, 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 THE SECOND
QUARTER AND FIRST HALF OF 2004. Dated July 19, 2004.
EXHIBIT 10.1
Contact:
David Zigdon, CFO
(972) 3-6455004
davidz@radcom.com
RADCOM REPORTS RESULTS FOR THE SECOND QUARTER AND
FIRST HALF OF 2004
-- Continued Cellular Performer Strength and Rising Omni-Q Demand --
TEL-AVIV, Israel--July 19, 2004-- RADCOM Ltd. (NASDAQ: RDCM) today
announced unaudited financial results for the second quarter and six months
ended June 30, 2004.
Revenues for the second quarter of 2004 were $3,318,000, an increase of
36% compared to $2,436,000 in the second quarter of 2003. Net loss for the
second quarter of 2004 was $675,000, or $0.05 per share, compared to a net loss
of $1,680,000, or $0.16 per share, for the second quarter of 2003. For a
meaningful comparison of per share data, please note that the Company's weighted
average number of ordinary shares increased to 14,395,338 in the second quarter
of 2004 compared to 10,492,050 in the second quarter of 2003.
Revenues for the first half of 2004 were $6,822,000, an increase of 69%
compared to $4,036,000 for the first half of 2003. Net loss for the first six
months of 2004 was $1,251,000, or $0.10 per share, compared to a net loss of
$4,860,000, or $0.46 per share, for the first six months of 2003. For a
meaningful comparison of per share data, please note that the Company's weighted
average number of ordinary shares increased to 12,492,464 in the first half of
2004 compared to 10,492,050 in the first half of 2003.
Commenting on the results, Arnon Toussia-Cohen, President and CEO of
RADCOM, said, "The second quarter was marked by continued strong European sales
of both the Cellular Performer and our Omni-Q Voice Quality Management solution.
However, sales in North America were weak, resulting in lower total revenues
than we had expected. To improve our performance in this critical market, we
have recently appointed Mr. Avi Zamir as President of our US subsidiary and have
given him the resources required to address the problem."
Mr. Toussia-Cohen continued, "At the same time, we are encouraged by
the momentum which continues to build in other regions. During the quarter, we
recorded Cellular Performer orders from both new and repeat customers,
reflecting its increasing recognition as a powerful monitoring and
troubleshooting tool for the rising number of UMTS and 3G initiatives. We also
began marketing our new Cellular Expert, an extension that transforms the
Performer into a new form of probe-based network analyzer. Its ability to
deliver previously unavailable information about service usage as well as
network performance opens up new large-scale opportunities for RADCOM, as
evidenced by our new cooperation with TTI and other potential partners.
"In addition, we continue to see an upsurge in Omni-Q interest and
sales, reflecting the worldwide increase in large-scale VoIP deployments. During
the quarter, we closed initial Omni-Q orders from a major European national
service provider, as well as from a large vendor who is using it to ensure the
performance of its systems at customer sites. Each initial Omni-Q order has the
potential to lead to multiple, larger-scale repeat orders over time."
Mr. Toussia-Cohen concluded, "Overall, we feel that market trends are
working in our favor, and are confident in our solutions and team. Our focus in
the quarters ahead is to improve our North American performance and to achieve
additional sales of the Cellular Expert."
A teleconference to discuss the results will be held today, July 19th,
at 9:00 a.m. Eastern Daylight Time. To participate, please call 1-800-230-1074
from the U.S., or +1-612-332-0637 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 July 19th until midnight July 26th. 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 738507.
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. The Company does not undertake to update
forward-looking statements.
(Financial tables follow)
RADCOM Ltd. RADCOM REPORTS/3
Consolidated Statements of Operations
(1000's of U.S. dollars, except per share data)
Three months ended Six months ended
June 30, June 30,
2004 2003 2004 2003
(unaudited) (unaudited) (unaudited) (unaudited)
---------------------------------------------------------------------------
Sales $ 3,318 $ 2,436 $ 6,822 $ 4,036
Cost of sales* 1,077 1,026 2,221 2,647
----------------------------------------------------------------------------
Gross profit 1,389
2,241 1,410 4,601
Research and development, gross 1,255 1,486 2,501 2,903
Less - royalty-bearing participation 402 556 902 1,007
----------------------------------------------------------------------------
Research and development, net 930 1,896
853 1,599
Sales and marketing 1,662 1,785 3,406 3,607
General and administrative 419 399 871 792
----------------------------------------------------------------------------
Total operating expenses 2,934 3,114 5,876 6,295
----------------------------------------------------------------------------
Operating loss (693) (1,704) (1,275) (4,906)
Financing income, net 18 24 24 46
----------------------------------------------------------------------------
Net loss (675) (1,680) (1,251) (4,860)
============================================================================
Basic loss per ordinary share $ (0.05) $ (0.16) $ (0.10) $ (0.46)
============================================================================
Weighted average number of 14,395,338 10,492,050 12,492,464 10,492,050
ordinary shares (basic)
* Cost of Sales for the first six months of 2003 included an inventory write-off in the amount of
$960,000
(Additional table to follow)
RADCOM REPORTS/4
RADCOM Ltd.
Consolidated Balance Sheets
(1000's of U.S. dollars)
As of As of
June 30, 2004 December 31, 2003
(unaudited) (audited)
----------------------------------------------------
Current Assets
Cash and cash equivalents 7,923 5,614
Marketable securities 2,001 -
Trade receivables, net 3,323 3,769
Inventories and inventory prepayments 1,928 1,739
Other current assets 728 346
----------------------------------------------------
Total Current Assets 15,903 11,468
-----------------------------------------------------
Assets held for severance benefits 1,576 1,449
----------------------------------------------------
Property and equipment. net 1,264 1,486
----------------------------------------------------
Total Assets 18,743 14,403
=====================================================
Liabilities and Shareholders' Equity
Current Liabilities
Short-term bank credit 198 -
Trade payables 1,661 1,152
Other payables and accrued expenses 4,210 4,849
----------------------------------------------------
Total Current Liabilities 6,069 6,001
----------------------------------------------------
Liability for employees severance pay benefits 2,244 2,156
-----------------------------------------------------
Total Liabilities 8,313 8,157
-----------------------------------------------------
Shareholders' Equity
Share capital 100 57
Additional paid-in capital 43,665 38,273
Accumulated deficit (33,335) (32,084)
----------------------------------------------------
Total Shareholders' Equity 10,430 6,246
-----------------------------------------------------
Total Liabilities and Shareholders' Equity 18,743 14,403
====================================================