(Name, Telephone, E-mail and/or Facsimile
Number and Address of Company Contact Person)
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
Securities registered or to be registered pursuant to Section
12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2017,
there were 13,409,975 ordinary shares, NIS 0.20 par value per share, outstanding.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated
filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued by the
International Accounting Standards Board ☐
If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant elected to follow.
If this is an annual report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Except for the historical information contained
herein, the statements contained in this annual report on Form 20-F, or this Annual Report, are forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of 1995, regarding future events and our future results that are subject
to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
or the Exchange Act. These statements are based on current expectations, estimates, forecasts and projections about the industries
in which we operate and the beliefs and assumptions of our management.
As used in this Annual Report, the terms
“we,” “us,” “our,” “RADCOM” and the “Company” mean RADCOM Ltd. and its subsidiaries,
unless otherwise indicated.
References herein to our “solutions”
or “solution” are intended to refer to our products and related services as the context requires.
Below are definitions of certain technical
terms that are used throughout this Annual Report that are important for understanding this Annual Report.
This Annual Report contains express or implied
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S.
Federal securities laws.
In some cases, forward-looking statements
are identified by terminology such as “may,” “will,” “could,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “intends,” “estimates,” “predicts,”
“potential,” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause actual results or performance to differ
materially from those projected. These statements are only current predictions and are subject to known and unknown risks, uncertainties,
and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to
be materially different from those anticipated by the forward-looking statements. The forward-looking statements contained in this
Annual Report are subject to risks and uncertainties, including those discussed under Item 3.D. Risk Factors and in our other filings
with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we
are under no duty to (and expressly disclaim any such obligation to) update or revise any of the forward-looking statements, whether
as a result of new information, future events or otherwise, after the date of this Annual Report.
PART I
ITEM 1.
|
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
Not applicable.
ITEM 2.
|
OFFER STATISTICS AND EXPECTED TIMETABLE
|
Not applicable.
|
A.
|
SELECTED FINANCIAL DATA
|
We have derived the following selected consolidated
statements of operations data for the years ended December 31, 2017, 2016 and 2015 and the selected consolidated balance sheet
data as of December 31, 2017 and 2016 from our audited consolidated financial statements and notes included in this Annual
Report. Our selected consolidated statements of operations data for the years ended December 31, 2014 and 2013 and the selected
consolidated balance sheet data as of December 31, 2015, 2014 and 2013, have been derived from audited consolidated financial statements
not included in this Annual Report. We prepare our consolidated financial statements in accordance with U.S. generally accepted
accounting principles, or U.S. GAAP.
You should read the selected consolidated
financial data together with “Item 5—Operating and Financial Review and Prospects” and our consolidated financial
statements and related notes included elsewhere in this Annual Report. All references to “dollars,” “U.S. dollars”
or “$” in this Annual Report are to United States dollars. All references to “NIS” are to the New
Israeli Shekels.
Statement of Operations Data:
|
|
Year Ended December 31,
(in thousands of U.S. dollars, except share and per share data)
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and related services
|
|
$
|
7,457
|
|
|
$
|
8,642
|
|
|
$
|
15,500
|
|
|
$
|
18,342
|
|
|
$
|
17,917
|
|
Projects
|
|
|
26,179
|
|
|
|
17,534
|
|
|
|
622
|
|
|
|
2,205
|
|
|
|
-
|
|
Warranty and Support
|
|
|
3,597
|
|
|
|
3,334
|
|
|
|
2,551
|
|
|
|
3,089
|
|
|
|
2,565
|
|
|
|
|
37,233
|
|
|
|
29,510
|
|
|
|
18,673
|
|
|
|
23,636
|
|
|
|
20,482
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and related services
|
|
|
4,680
|
|
|
|
5,603
|
|
|
|
3,924
|
|
|
|
7,863
|
|
|
|
7,540
|
|
Projects
|
|
|
5,321
|
|
|
|
2,902
|
|
|
|
117
|
|
|
|
487
|
|
|
|
-
|
|
Warranty and Support
|
|
|
487
|
|
|
|
477
|
|
|
|
285
|
|
|
|
343
|
|
|
|
350
|
|
|
|
|
10,488
|
|
|
|
8,982
|
|
|
|
4,326
|
|
|
|
8,693
|
|
|
|
7,890
|
|
Gross profit
|
|
|
26,745
|
|
|
|
20,528
|
|
|
|
14,347
|
|
|
|
14,943
|
|
|
|
12,592
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
10,562
|
|
|
|
8,047
|
|
|
|
6,071
|
|
|
|
5,812
|
|
|
|
5,615
|
|
Less - royalty-bearing participation
|
|
|
1,599
|
|
|
|
1,693
|
|
|
|
1,582
|
|
|
|
1,664
|
|
|
|
1,537
|
|
Research and development, net
|
|
|
8,963
|
|
|
|
6,354
|
|
|
|
4,489
|
|
|
|
4,148
|
|
|
|
4,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing, net
|
|
|
10,996
|
|
|
|
8,528
|
|
|
|
7,834
|
|
|
|
7,295
|
|
|
|
7,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
4,191
|
|
|
|
4,523
|
|
|
|
2,393
|
|
|
|
2,262
|
|
|
|
2,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
24,150
|
|
|
|
19,405
|
|
|
|
14,716
|
|
|
|
13,705
|
|
|
|
13,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
2,595
|
|
|
|
1,123
|
|
|
|
(369
|
)
|
|
|
1,238
|
|
|
|
(1,129
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income (expenses), net
|
|
|
389
|
|
|
|
816
|
|
|
|
(433
|
)
|
|
|
(332
|
)
|
|
|
(291
|
)
|
Income (loss) before taxes on income
|
|
|
2,984
|
|
|
|
1,939
|
|
|
|
(802
|
)
|
|
|
906
|
|
|
|
(1,420
|
)
|
Taxes on income
|
|
|
(83
|
)
|
|
|
(24
|
)
|
|
|
(121
|
)
|
|
|
(180
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,901
|
|
|
$
|
1,915
|
|
|
$
|
(923
|
)
|
|
$
|
726
|
|
|
$
|
(1,420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per ordinary share
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares used to compute basic net income (loss) per ordinary share
|
|
|
12,039,176
|
|
|
|
10,406,897
|
|
|
|
8,572,681
|
|
|
|
8,088,974
|
|
|
|
7,340,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per ordinary share
|
|
$
|
0.23
|
|
|
$
|
0.18
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.08
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares used to compute diluted net income (loss) per ordinary share
|
|
|
12,351,566
|
|
|
|
10,779,547
|
|
|
|
8,572,681
|
|
|
|
8,592,387
|
|
|
|
7,340,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$
|
74,842
|
|
|
$
|
38,854
|
|
|
$
|
9,643
|
|
|
$
|
10,062
|
|
|
$
|
7,762
|
|
Total assets
|
|
$
|
91,909
|
|
|
$
|
54,568
|
|
|
$
|
20,135
|
|
|
$
|
20,318
|
|
|
$
|
19,645
|
|
Shareholders’ equity
|
|
$
|
76,396
|
|
|
$
|
40,143
|
|
|
$
|
9,863
|
|
|
$
|
10,262
|
|
|
$
|
7,499
|
|
Share capital
|
|
$
|
628
|
|
|
$
|
523
|
|
|
$
|
372
|
|
|
$
|
361
|
|
|
$
|
335
|
|
Exchange Rate Information
The following table shows, for each of the
months indicated the high and low exchange rates between the NIS and the U.S. dollar, expressed as NIS per U.S. dollar and based
upon the daily representative rate of exchange as published by the Bank of Israel:
Month
|
|
High (NIS)
|
|
|
Low (NIS)
|
|
March (through March 23, 2018)
|
|
|
3.495
|
|
|
|
3.431
|
|
February 2018
|
|
|
3.535
|
|
|
|
3.427
|
|
January 2018
|
|
|
3.460
|
|
|
|
3.388
|
|
December 2017
|
|
|
3.550
|
|
|
|
3.467
|
|
November 2017
|
|
|
3.544
|
|
|
|
3.499
|
|
October 2017
|
|
|
3.542
|
|
|
|
3.491
|
|
September 2017
|
|
|
3.584
|
|
|
|
3.504
|
|
On March 23, 2018, the daily representative
rate of exchange between the NIS and U.S. dollar as published by the Bank of Israel was NIS 3.491 to $1.00.
The following table shows, for each of the
periods indicated, the average exchange rate between the NIS and the U.S. dollar, expressed as NIS per U.S. dollar, calculated
based on the average of the representative daily rate of exchange during the relevant period as published by the Bank of Israel:
Year
|
|
Average (NIS)
|
|
2018 (through March 23, 2018)
|
|
|
3.458
|
|
2017
|
|
|
3.600
|
|
2016
|
|
|
3.841
|
|
2015
|
|
|
3.884
|
|
2014
|
|
|
3.577
|
|
2013
|
|
|
3.609
|
|
The effect of exchange rate fluctuations
on our business and operations is discussed in “Item 5.A—Operating and Financial Review and Prospects—Operating
Results—Impact of Inflation and Foreign Currency Fluctuations.”
|
B.
|
CAPITALIZATION AND INDEBTEDNESS
|
Not applicable.
|
C.
|
REASONS FOR THE OFFER AND USE OF PROCEEDS
|
Not applicable.
Investing in our ordinary shares involves
a high degree of risk. You should carefully consider the risks described below before investing in our ordinary shares.
Our business, operating results and financial
condition could be seriously harmed due to any of the following risks, among others. If we do not successfully address
the risks to which we are subject, we could experience a material adverse effect on our business, results of operations and financial
condition and our share price may decline. We cannot assure you that we will successfully address any of these risks.
Risks Related to Our Business
and Our Industry
Our
business is dependent on a limited number of significant customers and the loss of a significant customer could materially adversely
affect our results of operations.
Our business is dependent on a
limited number of significant customers. For example, our two largest customers accounted for approximately 78% of our revenue
in fiscal 2017 and 79% in fiscal 2016. The loss of any significant customer, a significant decrease in business from any such customer,
or a reduction in customer revenue due to adverse changes in the terms of our contractual arrangements, market conditions, customer
circumstances or other factors could have a material adverse effect on our results of operations and financial condition. Revenue
from individual customers may fluctuate from time to time based on the commencement, scope and completion of projects or other
engagements, the timing and magnitude of which may be affected by market or other conditions.
A reduction in some CSPs’ revenues and
profitability could lead to decreased investment in capital equipment and infrastructure which may, in turn, affect our revenues
and results of operations. A continued slowdown in our customers’ investment in capital equipment and infrastructure might materially
and adversely affect our revenues and results of operations.
Our future success is dependent upon the
continued growth of the telecommunications industry as well as the specific sectors that we target, which currently include NFV
transformation, 4G cellular, Triple Play networks, VoLTE, 5G and IoT. During the last few years, some of the CSPs have experienced
a reduction in their revenues from subscribers and lower profitability, which affected their spending budget. This trend may continue.
The global telecommunications industry and various sectors within the industry are evolving rapidly and it is difficult to predict
its potential growth rate or future trends in technology development.
Our future success also depends upon
the increased utilization of our solutions by next-generation network operators and specifically virtualized networks, who may
not adopt our technology.
During the last few years,
developments in the telecommunications industry have had a material effect on our existing and/or potential customers and may continue
to have such an effect in the future. Such developments include changes in general global economic conditions, industry consolidation,
emergence of new competitors, commoditization of voice services, regulatory changes, and changes in the plans of CSPs to shift,
transform and adapt their network operations to NFV. Over the last few years, the telecommunications industry has experienced financial
pressures that have caused many in the industry to reduce investment in capital intensive projects, and in some cases, have led
to restructurings. While the transformation of network operations to NFV arises out of the desire of CSPs to reduce network infrastructure
expense, thus creating opportunities for us, it also creates a downward pressure on the prices of our solutions.
Our
future success will depend on our ability to develop and maintain long-term relationships with our customers and to meet their
expectations in providing solutions and related services.
We
believe that our future success will depend to a significant extent on our ability to develop and maintain long-term relationships
with successful CSPs who have the financial and other resources required to invest in significant ongoing Service Assurance and
CEM solutions. Our business and our results of operations could be adversely affected if we are unable to develop sustainable customer
relationships, or to meet customers’ expectations in providing solutions and related services.
We
may enter into long-term sales agreements with large customers. Such agreements may prove unprofitable as our costs and product
mix shift over the terms of the agreements.
We
may enter from time to time into long-term sales agreements with large customers. We may be required under such agreements to sell
our solutions at fixed prices over the terms of the agreements. The costs we incur in fulfilling the agreements may
vary substantially from our initial cost estimates. Any cost overruns that we cannot pass on to our customers could adversely affect
our results of operations.
In
the future, we may also be required under such agreements to sell solutions that we may otherwise wish to discontinue,
thereby diverting our resources from developing more profitable or strategically important solutions.
Our large customers have substantial
negotiating leverage, which may require that we agree to terms and conditions that may have an adverse effect on our business.
Large CSPs have substantial purchasing
power and leverage in negotiating contractual arrangements with us. These customers may require us to develop additional features
and may impose penalties on us for failure to deliver such features on a timely basis, or failure to meet performance standards.
As we seek to increase our sales to large CSPs, we may be required to agree to unfavorable terms and conditions which may decrease
our revenues and/or increase the time it takes to convert orders into revenues and could result in an adverse effect on our business,
financial condition and results of operations.
Global economic conditions may adversely
affect our business.
Changes in global economic conditions could
have a negative impact on business around the world and on the telecommunications sector in particular. Conditions may be depressed,
or may be subject to deterioration, which could lead to a reduction in consumer and customer spending overall and may in turn have
an adverse impact on sales of our solutions. A disruption in the ability of our significant customers to access
liquidity could cause serious disruptions or an overall deterioration of their businesses, which could lead to a significant reduction
in their orders of our solutions and the inability or failure on their part, to meet their payment obligations to
us, any of which could have an adverse effect on our business, financial condition, results of operations and liquidity. In
addition, any disruption in the ability of our customers to access liquidity could require us to assume greater credit risk relating
to our receivables, or could limit our ability to collect receivables related to purchases by affected customers. As a result,
we may have to defer recognition of revenues, our reserves for doubtful accounts and write-offs of accounts receivable may increase
and we may incur losses.
Our plans to focus most of our sales
efforts on tier 1 and other leading CSPs in the North American, European and select other markets may not be successful.
We believe that the significant share of
NFV deployment activity is expected to take place in North America, Europe, select CSPs in Asia-Pacific and select CSPs in developing
markets such as Latin America. We have accordingly enhanced our presence and focused our sales and marketing resources in these
markets. While we expect the selection of our NFV solutions by AT&T and another tier 1 CSP to enhance the opportunities available
to us, we may not be successful in expanding our business as we plan.
Our expectation that the NFV market will
continue gaining momentum may not materialize.
We believe that the majority of the industry’s
leading CSPs will transform their network to the NFV or are at the very least, evaluating their transformation to NFV. Our expectation
is that the NFV market will continue to gain momentum. However, our expectations may not be correct, and the actual pace of NFV
transformation may take longer than we anticipate or may not occur at all. If the demand for NFV does not continue to grow, our
business, financial condition and results of operations may suffer.
The market for our solutions is characterized
by rapidly changing technology and we may be materially adversely affected if we do not respond promptly and effectively to such
changes.
The telecommunications industry is characterized
by rapidly changing technology, network infrastructure, and customer requirements and by evolving industry standards and frequent
new product introductions. These changes could reduce or shift the market for our solutions or require us to develop new solutions
and to keep adapting them in order to remain up to date with our customers’ requirements.
In light of the development of the NFV,
LTE, VoLTE and 3G networks, we developed and launched MaveriQ in 2014, a software-based solution to replace our previous OmniQ
hardware-based solutions. Thereafter, since 2015 we enhanced our solutions to support NFV to address the increased interest from
CSPs seeking NFV-capable solutions for service assurance and CEM. In February 2018, we announced the general availability of our
RADCOM Network Visibility solution, or Network Visibility, which is a new cloud-native solution that delivers complete visibility
and network intelligence for a smooth transition to NFV.
Additionally, because new or enhanced telecommunications
and data communications-related products developed by other companies could be incompatible with our solutions, our timely access
to information concerning changes in technology, in customer requirements, and in industry standards, as well as our ability to
anticipate such changes and develop and market new and enhanced solutions successfully and on a timely basis, will be significant
factors in our ability to remain competitive.
In addition, a 2014 cooperation agreement
called OSSii aimed to facilitate interoperability between network management systems from different vendors. If this initiative
succeeds, it could lead to a decreased need for our probe-based solutions, as network elements could supply the performance and
quality measurements provided by our probe-based solutions. As a result, we cannot quantify the impact of new product introductions
on our future operations.
We have a history of quarterly fluctuations
and unpredictability in our results of operations and expect these fluctuations to continue. This may cause our share price
to fluctuate and/or to decline.
Although we have recently experienced growth
in revenues from quarter to quarter, in the past we experienced, and in the future may also experience, significant fluctuations
in our quarterly results of operations. Factors that may contribute to fluctuations in our quarterly results of operations
include:
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the variation in size and timing of individual purchases by our customers;
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seasonal factors that may affect capital spending by customers, such as the varying fiscal year-ends of customers;
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the relatively long sales cycles for our solutions;
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the request for longer payment terms from us or long-term financing of customers’ purchases from us, as well as additional conditions tied to such payment terms;
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competitive conditions in our markets;
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the timing of the introduction and market acceptance of new solutions or enhancements by us and by our customers, competitors and suppliers;
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changes in the level of operating expenses relative to revenues;
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changes in global or regional economic conditions or in the telecommunications industry;
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delays in or cancellation of projects by customers;
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changes in the product mix;
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the size and timing of approval of grants from the Government of Israel; and
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foreign currency exchange rates.
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Our costs of revenues consist of variable
costs, which include labor and related costs, including costs incurred in software development customization for projects and deployment
costs, the use of hardware, inventory write-offs, packaging, importation taxes, shipping and handling costs, license fees for software
components of third parties, warranty expenses, allocation of overhead expenses, subcontractors’ expenses, royalties to the
Israel Innovation Authority (formerly known as the Office of the Chief Scientist of Israel’s Ministry of Economy), or IIA,
and share-based compensation. A major part of our costs of sales is relatively variable and determined based on our anticipated
revenues. We believe, therefore, that quarter-to-quarter comparisons of our operating results may not be a reliable indication
of future performance.
Our revenues in any quarter generally have
been, and may continue to be, derived from a relatively small number of orders with relatively high average revenues per order.
Therefore, the loss of any order or a delay in closing a transaction could have a more significant impact on our quarterly revenues
and results of operations, than on those of companies with relatively high volumes of sales or low revenues per order.
We may experience a delay in generating
or recognizing revenues for several reasons, including revenue recognition accounting requirements. In many cases, we cannot recognize
revenue from an order prior to customer acceptance, which may take three to 12 months from the commencement of the project. Therefore,
a major part of the revenue for any fiscal quarter may be derived from a backlog of orders under delivery, and may not correlate
to the date of a customer’s order or the delivery date.
Our revenues for a specific quarter may
also be difficult to predict and may be affected if we experience a non-linear sales pattern. We generally experience significantly
higher levels of sales orders towards the end of a quarter as a result of customers submitting their orders late in the quarter.
Furthermore, orders received towards the end of the quarter are usually not delivered within the same quarter and are usually only
recognized as revenue at a later stage.
If our revenues in any quarter remain level
or decline in comparison to any prior quarter, our financial results for that quarter could be adversely affected.
Due to the factors described above, as well
as other unanticipated factors, in future quarters our results of operations could fail to meet guidance we may give to the public
from time to time or the expectations of public market analysts or investors. If this occurs, the price of our ordinary shares
may be adversely affected.
We expect our gross margins to vary over
time and we may not be able to sustain or improve upon our recent levels of gross margin which may have a material adverse effect
on our future profitability.
We may not be able to sustain or improve
upon our recent levels of gross margin. Our gross margins may be adversely affected by numerous factors, including:
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increased price competition;
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local sales taxes which may be incurred for direct sales;
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increased industry consolidation among our customers, which may lead to decreased demand for and downward pricing pressure on our solutions;
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changes in customer, geographic or product mix;
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our ability to reduce and control production costs;
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increases in material or labor costs;
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excess inventory and inventory holding costs;
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reductions in cost savings due to changes in component pricing
or charges incurred due to inventory holding periods if we do not correctly anticipate customer demand;
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changes in distribution channels;
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losses on customer contracts; and
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increases in warranty costs.
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Further deterioration in gross margins,
due to these or other factors, may have a material adverse effect on our business, financial condition and results of operations.
Our sales derived from emerging
market countries may be materially adversely affected by economic, exchange rates, regulatory and political developments in those
countries.
In parallel to our increased sales focus
going forward in North America, Western Europe and additional developed markets, we plan to continue to generate revenue from various
emerging market countries. As these countries represent a portion of our existing business and our expected growth, economic or
political turmoil in these countries could materially adversely affect our revenues and results of operations. Our investments
in emerging market countries may also be subject to risks and uncertainties, including unfavorable taxation treatment, exchange
rates, challenges in protecting our intellectual property rights, nationalization, inflation, currency fluctuations, or the absence
of, or unexpected changes in, regulation as well as other unforeseeable operational risks.
Our inventory may
become obsolete or unusable.
We hold some hardware
equipment in inventory. Changes in our business or technology that reduce our need for these components could result in these
components becoming obsolete prior to their intended use or otherwise unusable in our business. This would result in a write-off
of inventories for these components. In addition, a portion of our inventory is located on our customers’ premises, either
as spare parts or as it has not yet been accepted in accordance with the terms of their orders and therefore, has not yet been
recognized as revenue, making the control of such inventory more difficult.
Most of our customers usually require
a detailed and comprehensive evaluation process before they order our solutions. Our sales process may be subject to delays that
could significantly decrease our revenues and result in the eventual cancellations of some sale opportunities.
We derive all of our revenues from the sale
of solutions and related services for CSPs. As common practice in our industry, our solutions generally undergo a lengthy evaluation
process before we can sell them. In recent years, our customers have been conducting a more stringent and detailed evaluation of
our solutions and decisions are subject to additional levels of internal review. As a result, the sales cycle generally takes between
three to six months for small transactions, and between nine to 18 months for large transactions. The following factors, among
others, affect the length of the approval process:
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the time involved for our customers to determine and announce their specifications;
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the time required for our customers to process approvals for purchasing decisions;
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the complexity of the solutions involved;
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the technological priorities and budgets of our customers; and
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the need for our customers to obtain or comply with any required regulatory approvals.
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If customers delay project approval or extend
anticipated decision-making timelines, or if continued delays result in the eventual cancellation of any sale opportunities, it
may have a material adverse effect on our business, financial condition and results of operations.
We have experienced periods of growth
and consolidation of our business. If we cannot adequately manage our business, our results of operations may suffer.
During 2016 and 2017, we increased the size
of our workforce and we may continue to do so, during 2018, in order to enable us to meet our obligations and grow our business.
There is no guarantee that these efforts to increase our work force will have a positive effect on our business. Future growth
or consolidation may place a significant strain on our managerial, operational and financial resources.
We cannot be sure that we have made adequate
allowances for the costs and risks associated with possible expansion and consolidation of our business, or that our systems, procedures
and managerial controls will be adequate to support our operations. Any delay in implementing, or transitioning to, new or enhanced
systems, procedures or controls may adversely affect our ability to record and report financial and management information on a
timely and accurate basis. We believe that significant growth may require us to hire additional personnel. Competition for qualified
personnel can be intense in the areas where we operate, and the processes of locating, training and successfully integrating qualified
personnel into our operations can be lengthy and expensive. If we are unable to successfully manage our expansion, including by
attracting, incentivizing and retaining highly skilled personnel, we may not succeed in expanding our business, our expenses may
increase and our results of operations may be adversely affected.
In addition, employees may seek future employment
with our business partners, customers or competitors. We cannot assure you that the confidential nature of our proprietary information
will not be compromised by any such employees who terminate their employment with us.
We may lose significant market share
as a result of intense competition in the market for our existing and future solutions.
Many companies compete with us in the market
for service assurance and CEM solutions. We expect that competition will increase in the future, both with respect to solutions
that we currently offer and solutions that we are developing. Moreover, manufacturers of data communications and telecommunications
equipment with whom we partner or may partner may in the future incorporate into their products capabilities similar to ours, thus
reducing the demand for our solutions.
Some of our existing and potential competitors
have substantially greater resources, including financial, technological, engineering, manufacturing, and marketing and distribution
capabilities, and several of them may enjoy greater market recognition than us. We may not be able to compete effectively
with our competitors. A failure to do so could adversely affect our revenues and profitability.
Our non-competition agreements with our
employees may not be enforceable under Israeli law. If any of these employees leaves us and joins a competitor, our competitor
could benefit from the expertise our former employee gained while working for us.
We generally enter into non-competition
agreements with our key employees. These agreements prohibit those employees, while they work for us and for a specified length
of time after they cease to work for us, from directly competing with us or working for our competitors for a limited period. Under
applicable Israeli law, we may be unable to enforce these agreements or any part thereof against our Israeli employees. If we cannot
enforce our non-competition agreements against our Israeli (or any other) employees, then we may be unable to prevent our competitors
from benefiting from the expertise of these former employees, which could impair our business, results of operations and ability
to capitalize on our proprietary information.
Our business could be harmed if we were
to lose the services of one or more members of our senior management team, or if we are unable to attract and retain qualified
personnel.
Our future growth and success depends to
an extent upon the continuing services of our executive officers and other key employees including our Chief Executive Officer,
Mr. Yaron Ravkaie, the Chief Executive Officer of our U.S. subsidiary, RADCOM, Inc., or RADCOM US, Mr. Eyal Harari, and our Vice
President of Research and Development, Mr. Hilik Itman. We do not have long-term employment agreements with any of our employees.
Competition for qualified management and other high-level telecommunications industry personnel is intense, and we may not be successful
in attracting and retaining qualified personnel. If we lose the services of any key employees, we may not be able to manage our
business successfully or to achieve our business objectives.
Our success also depends on our ability
to identify, attract and retain qualified technical, sales, finance and management personnel. We have experienced, and may continue
to experience, difficulties in hiring and retaining candidates with appropriate qualifications. If we do not succeed in hiring
and retaining candidates with appropriate qualifications, our revenues and product development efforts could be harmed.
The complexity and scope of the solutions
we provide to larger CSPs is increasing. Larger projects entail greater operational risk and an increased chance of failure.
The complexity and scope of the solutions we provide to larger CSPs is increasing. The larger and more complex such projects are, the greater the operational
risks associated with such projects. These potential risks include failure to successfully deliver our solution, failure to fully
integrate our solutions with third party products and complex environments in the CSP’s network, and our dependence on subcontractors
and partners for the successful and timely completion of such projects. Failure to complete a larger project successfully could
expose us to potential contractual penalties, claims for breach of contract and in extreme cases, to cancellation of the entire
project, and may result in difficulty in collecting payment and recognizing revenues from such project.
We could be subject to claims under our
warranties and extended maintenance and support agreements which may affect our financial condition.
Our solutions are complex and may sometimes
contain undetected errors which can delay introductions or necessitate redesign. In addition, we are dependent on other suppliers
for key components that are incorporated in our solutions. Failures in networks in which our solutions are deployed arising
out of our solutions may result in customer dissatisfaction, contractual claims and, potentially, liability claims being filed
against us. Our warranties require us to correct any errors or defects in our solutions. The warranty period is mostly for one
year but could be extended either in the initial purchase of our solution or after the initial warranty period ends through the
purchase of extended support and maintenance. Any failure of a network in which our solutions are deployed (whether or not our
solution are the cause) and any customer claims against us, along with any associated negative publicity, could result in the loss
of, or delay in, market acceptance of our solutions and harm to our business. In addition, under the warranty and extended maintenance
agreements, we need to meet certain service levels and if we fail to meet them, we may be exposed to penalties.
We incorporate open source technology
in our solutions which may expose us to liability and have a material impact on our product development and sales.
Some of our solutions utilize open source
technologies. These technologies are licensed to us under varying license structures. These licenses pose a potential risk to our
solution in the event they are inappropriately integrated. In the event that we have not, or do not in the future, properly integrate
software that is subject to such licenses into our solutions, we may be required to disclose our own source code to the public,
which could enable our competitors to eliminate any technological advantage that our solutions may have over theirs. Any such requirement
to disclose our source code or other confidential information related to our solutions could, therefore, materially adversely affect
our competitive advantage and impact our business, financial condition and results of operations.
We depend on limited sources for key
components and if we are unable to obtain these components when needed we may experience delays in delivering our solutions.
We currently obtain key components of our
software solutions from a limited number of suppliers. With some of our suppliers, we do not have long-term supply contracts.
We may be subject to the following risks:
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delays in delivery could interrupt and delay delivery and result in cancellations of orders;
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suppliers could increase component prices significantly and with immediate effect;
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we may not be able to locate alternatives for such components; and
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suppliers could discontinue the supply or support of such components which may require us to modify our solutions, and cause delays in delivery, increased development costs and increased solution prices.
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Our proprietary technology is difficult
to protect and unauthorized use of our proprietary technology by third parties may impair our ability to compete effectively.
Our success and ability to compete depend
in large part upon protecting our proprietary technology. We rely upon a combination of contractual rights, software licenses,
trade secrets, copyrights, non-disclosure agreements and technical measures to establish and protect our intellectual property
rights in our solutions and technologies. In addition, we sometimes enter into non-competition, non-disclosure and confidentiality
agreements with our employees, distributors, sales representatives and certain suppliers with access to sensitive information. We
currently have four pending patent applications and we are in the process of filing additional patent applications. However, we
have no registered patents and these measures may not be adequate to protect our technology from third-party infringement. Additionally,
effective intellectual property protection may not be available in every country in which we offer, or intend to offer, our solutions.
We may expand our business or enhance
our technology through partnerships and acquisitions that could result in diversion of resources and extra expenses. This could
disrupt our business and adversely affect our financial condition.
Part of our growth strategy may be to selectively
pursue partnerships and acquisitions that provide us access to complementary technologies and accelerate our penetration into new
markets. The negotiation of acquisitions, investments or joint ventures, as well as the integration of acquired or jointly developed
businesses or technologies, could divert our management’s time and resources. Acquired businesses, technologies or joint ventures
may not be successfully integrated with our solutions and operations. We may not realize the intended benefits of any acquisition,
investment or joint venture and we may incur future losses from any acquisition, investment or joint venture.
In addition, acquisitions could result in,
among other things:
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substantial cash expenditures;
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potentially dilutive issuances of equity securities;
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the incurrence of debt and contingent liabilities;
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a decrease in our profit margins; and
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amortization of intangibles and potential impairment of goodwill.
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If we implement our growth strategy by acquiring
other businesses, and this disrupts our operations, our business, financial condition and results of operations could be adversely
affected. As of the date of this Annual Report, we have not proceeded with such acquisitions.
Certain privacy and data security laws
and regulations may affect the use of our solutions.
Our solutions and their use may be subject
to certain laws and regulations regarding privacy and data security including United States federal and state laws and recently
enacted European privacy laws. Generally, attention to privacy and data security requirements is increasing worldwide and is resulting
in increased regulation. Such regulations may impose significant penalties for non-compliance, such as the penalties proposed under
the new European data protection regulations which will become effective in May 2018. Use of our solutions could be subject to
such new regulation, which could significantly increase the cost of implementing our solutions and impact our ability to compete
in the marketplace. Such regulations could also impose additional data security requirements which will impact the cost of developing
new solutions and limit the return we can expect to achieve on past and future investments in our solutions.
If security measures
for our solutions are compromised and as a result, our customers’ data or our systems are accessed improperly, made unavailable,
or improperly modified, our solutions may be perceived as vulnerable, which may materially affect our business and result in potential liability.
Despite our efforts to implement appropriate
security measures, we cannot guarantee that our solutions and systems are fully protected from vulnerabilities such as viruses,
worms and other malicious software programs, attacks, break-ins and similar disruptions from unauthorized tampering by
computer hackers and others seeking to gain unauthorized access to digital systems for purposes of misappropriating assets or sensitive
information, corrupting data, or causing operational disruption. If a cyber-attack or other security incident were to result in
unauthorized access to, or deletion of, and/or modification and/or exfiltration of our customers’ data, other external data
or our own data or our systems or if the use of the solutions we provide to our customers was disrupted, customers could lose confidence
in the security and reliability of our solutions and perceive them not to be secure. This in turn could lead to fewer customers
using our solutions and result in reduced revenue and earnings. The costs we would incur to address and fix these security incidents
would increase our expenses. Additionally, the occurrence of a cyber-attack or security incident with respect to our solutions
could cause our customers to make claims against us for damages allegedly resulting from a security breach, and security incidents
could also lead to data or privacy breaches, regulatory investigations and claims, all of which could increase our liability.
These risks
may increase as we grow our customer base and increase instances of deployment and use
of our solutions.
Because we received grants from the IIA,
we are subject to ongoing restrictions.
We have received an aggregate of $42.5 million
in royalty-bearing grants from the IIA for certain research and development activities pursuant to an incentive program. Accordingly,
we are obligated to pay royalties to the IIA on revenues from products developed pursuant to the program or deriving therefrom.
In addition, under the terms of the program our ability to transfer any resulting know-how, especially to parties outside of Israel,
is subject to certain terms and conditions. The Law for the Encouragement of Research, Development and Technological Innovation
in the Industry, 1984-5744, or the R&D Law, generally requires a grant recipient and its controlling shareholders to notify
the IIA of changes in the ownership of the recipient company and to undertake to the IIA to observe the laws governing the grant
programs.
Additionally, in May 2010, we received a
notice from the IIA regarding alleged miscalculations in the amount of royalties paid by us to the IIA for the years 1992 through
2009 and the revenues on which the Company has to pay royalties. During 2011, we reviewed with the IIA these alleged miscalculations.
We believe that all royalties due to the IIA from the sale of products developed with funding provided by the IIA during such years
were properly paid or were otherwise accrued as of December 31, 2017. However, we cannot be sure that the IIA will accept our arguments
mentioned above, which, if not accepted, may result in the expenditure of financial resources.
We may be subject to claims of infringement
of third-party intellectual property which may have an adverse effect on our business.
Third parties may from time to time assert
against us infringement claims or claims that we have violated a patent or infringed a copyright, trademark or other proprietary
right belonging to them. If such infringement were found to exist, we might be required to modify our products or intellectual
property or to obtain a license or right to use such technology or intellectual property. Any infringement claim, even
if not meritorious, could result in the expenditure of significant financial and managerial resources.
Zohar Zisapel and Yehuda Zisapel beneficially
own, in the aggregate, approximately 25% of our ordinary shares and therefore have significant influence over the outcome of matters
requiring shareholder approval including the election of directors.
As of March 23, 2018, Zohar Zisapel (the
former Chairman of our Board of Directors) and Yehuda Zisapel, who are brothers, may be deemed to beneficially own an aggregate
of 3,353,192 ordinary shares, including options exercisable for 12,000 ordinary shares that are exercisable within 60 days of March
23, 2018, representing approximately 25% of our outstanding ordinary shares. As a result, despite the fact that each
one of them, to our knowledge, operates independently from the other with respect to his respective shareholding of our shares,
Zohar Zisapel and Yehuda Zisapel have significant influence over the outcome of various actions that require shareholder approval
including the election of our directors. In addition, Zohar Zisapel and Yehuda Zisapel may be able to delay or prevent a transaction
in which shareholders might receive a premium over the prevailing market price for their shares and prevent changes in control
or in management.
We engage in transactions and may compete
with companies controlled by Zohar Zisapel and Yehuda Zisapel which may result in potential conflicts.
We are engaged in, and expect
to continue to be engaged in, numerous transactions with companies controlled by Zohar Zisapel and/or Yehuda Zisapel. We
believe that such transactions are beneficial to us and are generally conducted upon terms that are no less favorable to us than
would be available from unaffiliated third parties. Nevertheless, these transactions may result in a conflict of interest
between what is best for us and the interests of the other parties in such transactions. Furthermore, in some cases we may compete,
or buy third party components from other companies who compete, with companies controlled by Zohar Zisapel and/or Yehuda Zisapel.
For more information, see “Item
7.B-Major Shareholders and Related Party Transactions—Related Party Transactions” and “Item 10.B-Fiduciary Duties
of Shareholders.”
We incurred net losses in the past and
may not achieve or sustain profitability in the future.
Although we were profitable in
2017 and 2016, we incurred a net loss of approximately $0.9 million in 2015. We may not continue to be profitable in the future,
which could materially affect our cash and liquidity and could adversely affect the value and market price of our shares.
Our
growing international presence exposes us to risks associated with varied and changing political, cultural, legal and economic
conditions worldwide and if we fail to adapt appropriately to the challenges associated with operating internationally the expected
growth of our business may be impeded and our operating results may be affected.
While we are headquartered in Israel, approximately
90% of our sales in 2017, 98% of our sales in 2016 and 93% of our sales in 2015 were generated outside of Israel, including in
North America, Europe, Asia and South America. Our international sales will be limited if we cannot continue to establish and maintain
relationships with international distributors and resellers, set up additional foreign operations, expand international sales channel
management, hire additional personnel, develop relationships with international CSPs and operate adequate after-sales support internationally.
Even if we are able to successfully
expand our international operations, we may not be able to maintain or increase international market demand for our solutions.
Our international operations are subject to a number of risks, including:
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legal, language and cultural differences in the conduct
of business;
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challenges in staffing and managing foreign operations
due to the limited number of qualified candidates and due to employment laws and business practices in foreign countries;
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our inability to comply with import/export, environmental
and other trade compliance and other regulations of the countries in which we do business including additional labor laws,
particularly in Brazil and India, together with unexpected changes in such regulations;
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insufficient measures to ensure that we design, implement,
and maintain adequate controls over our financial processes and reporting in the future;
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our failure to adhere to laws, regulations, and contractual
obligations relating to customer contracts in various countries;
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our inability to maintain a competitive list of distributors
and resellers for indirect sales;
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tariffs and other trade barriers;
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economic and political instability in foreign markets;
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wars, acts of terrorism and political unrest;
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lack of integration of foreign operations;
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variations in effective income tax rates among countries
where we conduct business;
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potential foreign and domestic tax consequences and withholding
taxes that limit the repatriation of earnings;
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technology standards that differ from those on which our
solutions are based, which could require expensive redesign and retention of personnel familiar with those standards;
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laws and business practices favoring local competitors;
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longer accounts receivable payment cycles and possible
difficulties in collecting payments; and
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failure to meet certification requirements.
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Any of these factors could harm our international
operations and have an adverse effect on our business, operating efficiency, results of operations, financial performance and financial
condition. The continuing weakness in foreign economies could have a significant negative effect on our future operating results.
Because our revenues are generated primarily in foreign currencies
(mostly in U.S. dollars but also in other currencies), but a significant portion of our expenses are incurred in New Israeli Shekels,
our results of operations may be seriously harmed by currency fluctuations.
We sell in markets throughout the world and most of our revenues
are generated in U.S. dollars. We also generate revenues in Brazilian real, or BRL, euro and other currencies. Financing activities
are also made in U.S. dollars. Accordingly, we consider the U.S. dollar to be our functional currency. However, a significant portion
of our expenses is in NIS, mainly related to employee expenses. Therefore, fluctuations in exchange rates between the NIS and the
U.S. dollar as well as between other currencies and the U.S. dollar may have an adverse effect on our results of operations and
financial condition. As of today we have not entered into any hedging transactions in order to mitigate these risks.
Moreover, as our revenues are currently
denominated primarily in U.S. dollars, devaluation in the local currencies of our customers relative to the U.S. dollar could cause
customers to default on payment. Also, as a portion of our revenues is denominated in BRL, devaluation in this currency may cause
financial expenses related to our intercompany short-term balances. In the future, additional revenues may be denominated in currencies
other than U.S. dollars, thereby exposing us to gains and losses on non-U.S. currency transactions.
Our international sales and
operations are subject to complex laws relating to foreign corrupt practices and bribery, among many other subjects. A violation
of, or change in, these laws could adversely affect our business, financial condition or results of operations.
Our operations in countries outside the
United States are subject, among others, to the Foreign Corrupt Practices Act of 1977 as amended from time to time, or FCPA, which
prohibits U.S. companies or foreign companies whose shares traded on a U.S. stock exchange, or their agents and employees, from
providing anything of value to a foreign public official, as defined in the FCPA, for the purposes of influencing any act or decision
of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity,
or obtain any unfair advantage. We have internal control policies and procedures with respect to the FCPA. However, we cannot assure
that our policies and procedures will always protect us from reckless or criminal acts that may be committed by our employees or
agents. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which
could have a material adverse effect on our business, results of operations and financial condition. In addition, investigations
by governmental authorities as well as legal, social, economic and political issues in countries where we operate could have a
material adverse effect on our business and results of operations. We are also subject to the risks that our employees or agents
outside of the United States may fail to comply with other applicable laws. The costs of complying with these and similar laws
may be significant and may require significant management time and focus. Any violation of these or similar laws, intentional or
unintentional, could have a material adverse effect on our business, financial condition or results of operations.
Any inability to comply with Section
404 of the Sarbanes-Oxley Act of 2002 regarding effective internal control procedures may negatively impact the report on our financial
statements to be provided by our independent auditors.
Pursuant to rules of the U.S. Securities
and Exchange Commission, or SEC, adopted pursuant to Section 404, or Section 404, of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley
Act, we are required to include in our annual report a report of management on our internal control over financial reporting including
an assessment by management of the effectiveness of our internal control over financial reporting. In addition, because the
public float of our ordinary shares exceeded $75 million at June 30, 2017, our independent registered public accounting firm is
required to attest to and report on the effectiveness of our internal control over financial reporting. Our management or
our auditors may conclude that our internal control over financial reporting is not effective. Such conclusion could result in
a loss of investor confidence in the reliability of our financial statements, which could negatively impact the market price of
our shares. Further, our auditors or we may identify material weaknesses or significant deficiencies in our assessments of our
internal control over financial reporting. Failure to maintain effective internal control over financial reporting could result
in investigation or sanctions by regulatory authorities and could have an adverse effect on our business, financial condition and
results of operations, and on investor confidence in our reported financial information.
If we determine that we are not in compliance with Section 404,
we may be required to implement new internal controls and procedures and re-evaluate our financial reporting. We may experience
higher than anticipated operating expenses as well as third party advisory fees during the implementation of these changes and
thereafter. Further, we may need to hire additional qualified personnel in order to comply with Section 404. If we are unable
to implement these changes effectively or efficiently, it could have a material adverse effect on our business, financial condition,
results of operations, financial reporting or financial results and could result in our conclusion that our internal controls over
financial reporting are not effective.
Risks Related to our Ordinary Shares
Wide fluctuations in the market
price of our ordinary shares could adversely affect us and our shareholders.
Between January 1, 2017 to March 23, 2018,
our ordinary shares have traded on the Nasdaq Capital Market, or the Nasdaq, as high as $22.05 and as low as $17.00 per share.
As of March 23, 2018, the closing price of our ordinary shares on Nasdaq was $18.45 per share. The market price of our ordinary
shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to numerous
factors, including the following:
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our results of operations;
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market conditions or trends in our industry and the global economy as a whole;
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political, economic and other developments in Israel and worldwide;
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actual or anticipated variations in our quarterly operating results;
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announcements by us or our competitors of technological innovations or new and enhanced products;
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announcements by us or our competitors of significant contracts or capital commitments;
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actual or anticipated variations in our competitors quarterly operating results, and changes in the market valuations of our competitors;
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introductions of new products or new pricing policies by us or our competitors;
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trends in the telecommunications or software industries, including industry consolidation;
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regulatory changes that impact our pricing of solutions and competition in our markets;
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acquisitions or strategic alliances by us or others in our industry;
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changes in estimates of our performance or recommendations by financial analysts;
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operating results that vary from the expectations of financial analysts and investors;
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changes in our shareholder base;
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changes in status of our intellectual property rights;
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future sales of our ordinary shares;
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fluctuations in the trading volume of our ordinary shares; and
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addition or departure of key personnel.
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In addition, the stock
market in general, and the market for Israeli and technology companies in particular, has been highly volatile. Many of these
factors are beyond our control and may materially adversely affect the market price of our ordinary shares, regardless of our performance. Shareholders
may not be able to resell their ordinary shares following periods of volatility because of the market’s adverse reaction to such
volatility.
From time to time we may choose to raise
funds. If adequate financing is not available on terms favorable to us or to our shareholders, our operations and growth strategy
may be affected.
From time to time we may choose to raise
funds in connection with our operations and growth strategy. We do not know whether additional financing will be available when
needed, or whether it will be available on terms favorable to us. If adequate financing is not available on terms favorable
to us or to our shareholders, our operations and growth strategy may be affected.
The trading volume of our shares is relatively low and it
may be low in the future.
Our shares have been
traded at low volumes in the past and may be traded at low volumes in the future for reasons related or unrelated to our performance.
This low trading volume may result in lesser liquidity and lower than expected market prices for our ordinary shares, and our shareholders
may not be able to resell their shares for more than they paid for them.
Risks Related to Our Location
in Israel
Conditions in Israel affect our operations
and may limit our ability to produce and sell our solutions.
We are incorporated under Israeli
law and our principal offices and research and development facilities are located in Israel. Accordingly, security, political and
economic conditions in the Middle East in general, and in Israel in particular, may directly affect our business.
Over the past several decades,
a number of armed conflicts have taken place between Israel and its Arab neighbors and a state of hostility, varying in degree
and intensity, has led to security and economic problems for Israel. From time to time since late 2000, there has also been a high
level of violence between Israel and the Palestinians. In addition, since 2010 political uprisings and conflicts in various countries
in the Middle East, including Egypt and Syria, are affecting the political stability of those countries. Any armed conflicts or
political instability in the region, including acts of terrorism or any other hostilities involving or threatening Israel, could
affect business conditions and could make it more difficult for us to conduct our operations in Israel, which could increase our
costs and adversely affect our financial results.
Further, in the past, the State of Israel
and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel
and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial
conditions or the expansion of our business.
We currently benefit from government
programs that may be discontinued or reduced.
We currently receive grants under Government
of Israel programs. In order to maintain our eligibility for these programs, we must continue to meet specific conditions
and pay royalties with respect to grants received. In addition, some of these programs restrict our ability to develop
particular products outside of Israel or to transfer particular technology. If we fail to comply with these conditions in
the future, the benefits received could be canceled and we could be required to refund any payments previously received under these
programs. Additionally, these programs may be discontinued or curtailed in the future. If we do not receive these grants
in the future, we will have to allocate funds to product development at the expense of other operational costs. If the Government
of Israel discontinues or curtails these programs, our business, financial condition and results of operations could be materially
adversely affected. For more information, see “Item 4.B—Information on the Company—Business Overview—Israel
Innovation Authority.”
Provisions of Israeli law may delay,
prevent or make difficult a merger or acquisition of us, which could prevent a change of control and depress the market price of
our shares.
The Israeli Companies Law, 5759-1999, or the Israeli Companies
Law, regulates acquisitions of shares through tender offers, requires special approvals for transactions involving shareholders
holding 25% or more of the company’s capital, and regulates other matters that may be relevant to these types of transactions.
These provisions of Israeli law could have the effect of delaying or preventing a change in control and may make it more difficult
for a third party to acquire us, even if doing so would be beneficial to our shareholders. These provisions may limit the price
that investors may be willing to pay in the future for our ordinary shares. Furthermore, Israeli tax considerations may make potential
transactions undesirable to us or to some of our shareholders.
Our results of operations may be negatively affected by the
obligation of our personnel to perform military service.
Some of our employees are required
to perform annual military reserve duty in Israel and may be called to active duty at any time under certain circumstances. Our
operations could be disrupted by the absence for a significant period of one or more of our executive officers or other key employees
due to military service. Any disruption to our operations would harm our business.
It may be difficult to effect service of process, assert
U.S. securities laws claims and enforce U.S. judgments in Israel against us or our directors, officers and auditors named
in this Annual Report.
We were incorporated in Israel. All of our directors
reside outside of the United States, and most of our assets are located outside of the United States. Therefore, a judgment obtained
against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities
laws, may not be collectible in the United States and may not necessarily be enforced by an Israeli court. It also may be difficult
to effect service of process on these persons in the United States or to assert U.S. securities law claims in original actions
instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action with
respect to United States securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of
United States securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition,
even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not United States law is applicable to the
claim. If United States law is found to be applicable, the content of applicable United States law must be proven as a fact by
expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli
law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated
with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a United States or
foreign court.
As a foreign private issuer
whose shares are listed on the Nasdaq, we may follow certain home country corporate governance practices instead of certain Nasdaq
requirements.
As a foreign private issuer whose shares
are listed on the Nasdaq, we are permitted to follow certain home country corporate governance practices instead of certain requirements
of the Nasdaq Stock Market Rules including requirements with regard to the composition of the board of directors, compensation
of officers, director nomination process and quorum at shareholders’ meetings. In addition, we may follow home country practice
instead of the Nasdaq requirement to obtain shareholder approval for certain dilutive events (such as for the establishment or
amendment of certain equity-based compensation plans, an issuance that will result in a change of control of the company, certain
transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions
of the stock or assets of another company).
Accordingly, our shareholders
may not be afforded the same protection as provided under Nasdaq’s corporate governance rules. For more information, see “Item
16G—Corporate Governance” below.
The rights and responsibilities
of our shareholders are governed by Israeli law and differ in some respects from those under Delaware law.
Because we are an Israeli company,
the rights and responsibilities of our shareholders are governed by our articles of association and by Israeli law. These rights
and responsibilities differ in some respects from the rights and responsibilities of shareholders in a Delaware corporation. In
particular, a shareholder of an Israeli company has a duty to act in good faith towards the company and other shareholders and
to refrain from abusing his, her or its power in the company, including, among other things, in voting at the general meeting of
shareholders on certain matters. Israeli law provides that these duties are applicable to shareholder votes on, among other things,
amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and interested party
transactions requiring shareholder approval. In addition, a shareholder who knows that it possesses the power to determine the
outcome of a shareholders’ vote or to appoint or prevent the appointment of a director or executive officer of the company has
a duty of fairness towards the company. However, Israeli law does not define the substance of this duty of fairness. There is little
case law available to assist in understanding the implications of these provisions that govern shareholder behavior.
ITEM 4.
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INFORMATION ON THE COMPANY
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A.
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HISTORY AND DEVELOPMENT
OF THE COMPANY
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Both our legal and commercial name is RADCOM Ltd., and we are
an Israeli company. We were incorporated in 1985 under the laws of the State of Israel and commenced operations in 1991. The
principal legislation under which we operate is the Israeli Companies Law. Our principal executive offices are located at 24 Raoul
Wallenberg Street, Tel Aviv 69719, Israel, and our telephone and fax numbers are 972-3-645-5055 and 972-3-647-4681, respectively. Our
website is www.radcom.com. Information on our website and other information that can be accessed through it are not part of,
or incorporated by reference into, this Annual Report.
In 1993, we established a wholly-owned subsidiary
in the United States, currently named RADCOM, Inc. In 1996, we incorporated a wholly-owned subsidiary in Israel, RADCOM Investments
(96) Ltd., or RADCOM Investments, located at our office in Tel Aviv, Israel. In 2010, we established a wholly-owned subsidiary
in Brazil, RADCOM do Brasil Comercio, Importacao e Exportacao Ltda., or RADCOM Brazil. In 2012, we incorporated a wholly-owned
subsidiary in India, RADCOM Trading India Private Limited, or RADCOM India.
In the years ended December 31, 2017, 2016 and 2015, our capital
expenditures were approximately $790,000, $1,331,000, and $97,000, respectively, and were spent primarily on computers and electronic
equipment. We have no current significant commitments for capital expenditures.
Overview
We are a leading provider of NFV-ready
service assurance, cloud-native network intelligence solutions for CSPs. We have a strong track-record of innovation.
Our portfolio of solutions includes
RADCOM Service Assurance (MaveriQ), or MaveriQ, a “first to market” NFV service assurance solution which continuously
monitors network performance and quality of services to optimize user experience for CSPs’ subscribers and Network Visibility,
a cloud-native network visibility solution launched in February 2018 that offers advanced network intelligence and packet broker
functionality.
Over the course of 2016 and 2017,
we adapted our solutions to meet the highest-level requirements of AT&T, the first CSP launching a full NFV eco-system. We
built on that success in 2017 with our selection as NFV CEM solution provider to another tier 1 CSP. As new and existing customers
seek to manage their existing networks while evaluating and deploying NFV-based architectures, we believe we are well positioned
with both our advanced software-based solutions for service assurance and our growing industry track record.
We specialize in solutions for next-generation
mobile and fixed networks, including LTE, LTE-A VoLTE, IMS, VoIP, WiFi, VoWiFi, UMTS/GSM and mobile broadband, representing a market
opportunity of over $1 billion.
Our portfolio enables CSPs to smoothly transition
their networks to NFV by monitoring and assuring both physical network and NFV-based network and consequentially, ‘hybrid’
networks from tapping point to network insights. With the rate of transition between physical and virtualized networks taking place
gradually, CSPs will need to manage ‘hybrid’ networks for the foreseeable future. As a result, service assurance solutions
that provide service and network performance visibility in both physical and virtual environments are expected to become an important
step in CSPs’ NFV transition.
CSPs across the globe use our solutions
to deliver high quality services, reduce churn, manage network performance, analyze traffic and enhance customer care. Our solutions
incorporate cutting-edge technologies and a wealth of knowledge acquired by partnering with many of the industry’s leading
CSPs for over two decades. Our carrier-grade solutions support both mobile and fixed networks and scale to terabit data bandwidths
to enable big data analytics.
Our solutions deliver specialized
capabilities for virtualized infrastructure and next-generation networks, such as LTE, LTE-A, VoLTE, IMS, VoIP, WiFi, VoWiFi,
UMTS/GSM and mobile broadband and allow CSPs to monitor and proactively improve quality of experience for their subscribers. The
key benefits of our solutions are:
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advanced software-based architecture;
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ease of deployment and management;
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improved customer retention;
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reduced subscriber churn rates;
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improved service availability and quality;
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unique ability to correlate session information and provide an end to end view;
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greater ability to install the solution as a virtual network function for seamless integration into
all NFV infrastructures;
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scalability for next-generation services;
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enhanced ability to collect all network packets for a complete and comprehensive view of the network
and the customer experience;
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increased operational efficiency and lower costs;
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support for multiple protocols for end-to-end network coverage;
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the existence of both network-wide views and drilldown to an individual subscriber level;
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support for terabyte networks;
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accelerated deployment of new services and migration to NFV;
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substantially quicker and smoother deployment of our solution;
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real-time capabilities; and
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end-to-end view of the customer experience.
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Our software-based solutions enable
CSPs to manage both existing physical networks and next-generation, NFV-based architectures. We recognized that CSPs would require
a new approach for service assurance and CEM solutions in order to monitor huge volumes of data and support NFV-based network deployments.
In February 2014, we launched our MaveriQ solution, which incorporates software-based probes, and which subsequently replaced our
OmniQ hardware-based solution. During 2015 and 2016, we launched and substantially enhanced our NFV solution for service assurance
and our CEM solution.
During 2017, we enhanced our NFV capabilities
to meet the stringent requirements of top tier CSPs having a large subscriber base and a high level of expertise.
In December 2015, our MaveriQ solution was
selected by AT&T for its next-generation virtualized network environment. AT&T’s deployment represents the first
NFV networks of scale in the industry. During 2017 we continued the deployment of our software-based NFV solution with AT&T
and commenced deployment with an additional tier 1 CSP following its selection of our solution. We are leveraging this experience
and success in discussions with other CSPs that are looking to manage existing networks while evaluating their transformation to
the next-generation NFV architectures.
Industry Background
Our Customers and the Markets for Our Solutions
We operate in a large market that
is currently undergoing significant transformation with significant potential for growth. The customers in our market consist primarily
of mobile and fixed CSPs who are responsible for providing mobile and fixed telecommunications services. Our solutions are used
by multiple divisions within a CSP’s organization, including engineering, operations, marketing, management and customer
care departments.
CSPs face many challenges in managing their
network – from the rapid growth in mobile data traffic to complexities in managing services that are delivered across multiple
vendor technologies. These challenges are intensifying with further traffic growth and the emergence of new technologies and services,
such as M2M, the IoT and 5G. With the need to manage millions of various network elements and services from multiple vendors and
technologies, deploying a virtualized network intelligence and CEM solution is an essential part of a CSP’s network.
Similar to how virtualization has become
widely deployed in many data centers and large enterprises, many CSPs are now looking to reduce costs and become more agile by
transitioning from physical network elements to software-centric NFV architectures. As NFV enables CSPs to replace dedicated physical
network elements with software-based solutions that run-on standard, non-proprietary, third-party hardware, this creates an increasing
demand for NFV solutions such as ours. However, it also results in downward pressure on NFV and service assurance solution pricing
in order to allow the CSPs to obtain cost reduction objectives. Although the pace of NFV transformation is uncertain, major CSPs
are currently evaluating and/or moving parts of their network to support NFV. NFV and SDN are expected to play an important role
in 5G networks. For instance, 5G will support diverse use cases optimized by dynamic network slicing using SDN and NFV architectures.
While NFV provides many benefits, transitioning infrastructure
to NFV adds significant complexity when it comes to service assurance and CEM. Prior probe and management solutions were not designed
for NFV. Whereas prior solutions focused on monitoring physical network devices, new solutions must broaden capabilities to monitor
internal VM-to-VM communications between various virtualized network functions all hosted on the same server as well as communications
between servers.
Our Strategy
Our objective is to be the market leader
for virtualized network intelligence solutions both for virtualized and hybrid networks. We plan to increase sales by leveraging
our leadership and innovation around NFV and cloud-based solutions, as well as take advantage of the experience gained from implementing
the largest, most advanced NFV deployment to date (with AT&T) and another NFV implementation with a top tier CSP. In addition,
we also offer our solutions and expertise to new and existing tier 1 CSPs in our targeted geographical regions. We plan to maintain
our technical advantage over competitors by further extensively investing in our NFV and cloud-based solutions.
Key elements of our strategy include:
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Targeting CSPs who are
evaluating and/or migrating to NFV
. The majority of the industry’s largest CSPs are either evaluating NFV or have started
deploying virtualized solutions for their network functionality. We believe we are better positioned than competitors who offer
service assurance and CEM solutions that do not support (or have not yet been deployed) in large-scale NFV environments. In order
to transition to NFV, CSPs generally need to replace or upgrade their service assurance solution with a software that can support
both existing networks as well as NFV-based architectures. Our solution, which monitors both existing networks and NFV, ensures
a smooth migration and enables CSPs to future-proof their investment in a network intelligence solution. Our selection in December
2015 by AT&T has been noted by many CSPs, as this CSP is well regarded in leading the industry. As a result, as other CSPs
look for vendors to support their existing networks and NFV, we believe we are well positioned to leverage our vast experience
in true software-based and fully virtualized network intelligence in order to successfully expand our deployment base to other
CSPs.
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Investing in North America, Western Europe and developed
markets
. With our advanced deployment and our growing reputation as a technology leader in the industry, we are expanding
our presence in North America and Western Europe and engaging with selected tier 1 and galaxy operators in developed markets,
a segment of the overall geographical market where we expect a large share of investments taking place around NFV. Accordingly,
we are focusing our sales and marketing activities on these regions. We are specifically engaging tier 1 and galaxy operators
in those territories seeking to migrate or actively migrating to NFV for potential opportunities and cross-country implementation
of our solutions.
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Targeting service providers migrating to LTE, VoLTE
and 5G.
We have begun to benefit from the deployments by leading service providers of VoLTE and LTE networks. We are seeing
increased deployments of multiple technology (3G, LTE, IMS and Next Generation Network) networks, which involve greater complexity
and require more sophisticated network intelligence and CEM solutions than legacy networks. We believe that our ability to secure
customers with deployments of our solution in multiple types of networks positions us to benefit from this trend.
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Viewing ourselves as market leaders introducing to the
market optimized costing models.
As a true software-based company we offer our existing and potential customers an appealing
commercial model that combines both predictable spending on capital and operating expenditures with lower spending on service
assurance and CEM solutions, in comparison to the appliance-based legacy solutions our competition continues to offer. With our
optimized commercial model, we offer our customers several alternatives that enable them to grow their business and traffic on
the network without impacting their spending with the Company. As NFV market leaders, we participate in key industry programs
such as Intel Network Builders, Amdocs Network Cloud Service, OpenNFV Partner Program. Open Source MANO (OSM) and ECOMP (Enhanced
Control, Orchestration, Management & Policy). The ECOMP platform was created by AT&T, committed to open source in February
2017 and is now part of ONAP (Open Network Automation Platform) which is the merger of Open Source ECOMP and Open-O, two of the
leading open source MANO initiatives.
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Driving business expansion and long-term relationship
with our install base.
Our solutions are typically purchased initially for a specific purpose within a CSP. As other parts
of a CSP’s organization seek to use our solution for other purposes, we benefit from additional sales. Furthermore, as CSPs
upgrade and expand their networks, such as adding capacity or launching new services, our customers tend to purchase additional
solutions from us, assuring end-to-end monitoring of their subscribers’ behavior.
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Focusing our network insight capabilities to enhance the
business value of our solution.
We aim to position our MaveriQ analytics as extending our business intelligence suite beyond
standard reporting and dashboards to include advanced capabilities ranging from ad hoc querying, self-business intelligence (BI),
multi-dimensional analyses, data mining, forecasting and optimization. We aim to have our MaveriQ analytics being used for improving
core operations, customer experience management and marketing for discerning trends and creating forecasts, allowing the CSP to
gain insights in real-time. Through the addition of new offerings such as those offered by Network Visibility, we aim to provide
end-to-end network visibility from virtual tapping point to network insights.
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Products and Solutions
Our Network Intelligence portfolio includes RADCOM Service
Assurance (MaveriQ), RADCOM Network Visibility and RADCOM Network Insights.
RADCOM Service Assurance (MaveriQ)
MaveriQ is a “first to market,”
cloud-native, NFV, next-generation, probe-based service assurance solution. MaveriQ is the first solution to support NFV networks
and can be deployed, in its entirety, on virtualized and/or bare metal servers using the same software. This enables customers
to use MaveriQ on their physical and cloud infrastructures as they transition from legacy hardware-based networks to NFV-based
virtualized networks.
MaveriQ allows CSPs to carry out end-to-end
voice and data quality monitoring and to manage their networks and services. MaveriQ offers users a full array of analysis and
troubleshooting tools, delivering a comprehensive, integrated network service view that facilitates performance monitoring, fault
detection and network and service troubleshooting from tapping point to network insights.
MaveriQ consists of a powerful and user-friendly
central management module and a broad range of passive software-based probes used to gather transmission quality data from various
types of networks and services, including VoIP, UMTS, LTE, IMS data and others. Signaling and media attributes and quality measurement
extended detail records collected from the probes in the QManager (the central site-management software) are stored in the solution’s
embedded database. These can then be used by either the QExpert (the Web-based analysis and reporting module) or the Dashboard
(the Web-based user interface) to perform service performance analysis, drilldown and troubleshooting on KPIs and KQIs.
MaveriQ monitors multiple types of services
such as voice, video and data, employing a comprehensive array of services and network performance and measurement methodologies
to continuously analyze service performance and quality. With its enhanced correlation capabilities, MaveriQ offers the service
provider full end-to-end visibility of the network across technologies. MaveriQ displays performance and quality measurements from
both the signaling and the user planes, based on a broad range of passive software-based probes, which are installed on standard,
non-proprietary third-party hardware that function together with MaveriQ to deliver essential functionality.
MaveriQ offers a seamless integration between
traditional network monitoring and troubleshooting solutions. MaveriQ provides an advanced set of service assurance monitoring
applications: network troubleshooting, network quality monitoring, service quality monitoring, customer quality of service monitoring,
and customer service level agreements monitoring.
MaveriQ is designed to enable CSPs to succeed
in their efforts to address significant technology challenges, including:
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deployment of next-generation networks such as LTE, high-speed downlink packet access and Triple Play;
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integration of new architectures such as HSPA, LTE, VoLTE and IMS;
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migration of the network core to IP technology using IMS or SIGTRAN;
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successful delivery of advanced, complex services such as VoIP IMS and video conferencing; and
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pro-active management of call quality on existing and next-generation service providers’ production networks, along with maintenance of high-availability, high-quality voice services over packet telephony.
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CSPs use MaveriQ for a wide array of use cases, such as:
Customer and Service Assurance
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Troubleshooting
– MaveriQ enables CSPs to “drill down” to identify the source of specific problems, using tools ranging from call or session tracing to a full decoding of the call flow.
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Performance monitoring
– CSPs use MaveriQ to analyze the behavior of network components and customer network usage to understand trends and performance level and optimization, with the goal of identifying faults before they compromise the end-user experience
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Fault detection
– CSPs use MaveriQ’s automatic fault detection and service KPIs to alert them to network problems as they arise.
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Pre-Mediation
– MaveriQ generates the call detail records (CDRs) needed to feed third-party operations support systems or other solutions.
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Roaming and Interconnect Analysis
MaveriQ can be used by CSPs to monitor their
roaming and interconnect traffic. By identifying problematic links, CSPs are able to avoid revenue loss, to detect problems with
specific roaming partners, and to manage interconnection KPIs.
Customer Experience Management, or CEM
We have developed and are constantly enhancing
our solution to provide CEM capabilities to our customers in line with their key business drivers: optimizing their customer experience,
increase their revenue and reduce cost.
Revenue-generating services require a well-managed
network and mature service-delivery processes. Customers have high expectations of their communications services. CSPs need to
know what customers are experiencing, even before the customers do, in order to retain their subscribers and maintain their profitability.
MaveriQ
provides
the visibility and invaluable data for CSPs to manage both network and service performance and to ensure quality of service for
its subscribers.
MaveriQ
monitors a wide range of measurement sessions that are meaningful
to the end user. By analyzing these measurements in real time and applying business intelligence,
MaveriQ
provides
insight not only into the end user quality of experience but also into the corresponding quality of the service provider’s TCP/IP
network.
Our MaveriQ CEM solution includes
the following features:
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Qinsight delivers rich, interactive dashboards and visualizations, with options to drill, sort, filter, and group the data
on the fly with smart drag-and-drop capabilities. This lets the CSP filter through huge amounts of network and subscriber data
to focus on specific areas for deep marketing insights. Qinsight also provides advanced data analytics: trending, forecasting,
priority ranking, period over period, states and formulas as well as self-BI that provides the CSP a user-initiated, easy ad hoc
dashboard creation and customization tool.
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Network insights provides analytics which allows the CSP to understand usage patterns and data to build a plan and leverage
the insight and data we provide from the network to build and update service profile, that better fits the needs of the customer,
and to stay ahead of competitors. Marketing Analytics aggregates and correlates data from network, device, app and browsing usage,
framing a comprehensive 360° view of the customer. This allows CSPs to deliver a truly personalized service, with adjusted
subscriber plans, optimized device troubleshooting, enhanced upsell options, and more effectively marketed campaigns.
|
|
●
|
Customer Care Application, or QiCare, helps CSPs reduce churn by monitoring and
maintaining a high level of satisfaction for the individual subscriber, groups of subscribers, and the entire subscriber base.
QiCare allows CSPs to view subscriber reports for individual subscribers and helps them to understand the subscriber’s behavior
and the quality of the different services being used online.
|
|
●
|
QVIP provides service level reports for defined subscriber groups. In today’s saturated
telecom market, subscribers often abandon their CSP due to frustration over quality of service, with customer churn contributing
to significant loss of revenue. RADCOM’s QVIP application helps CSPs monitor and maintain a high level of satisfaction for
the individual subscriber, a group of subscribers and the entire network.
|
|
●
|
QRoam yields detailed roaming analysis, enabling service providers to continually verify the quality of service subscribers
are receiving as they roam. Network issues are more rapidly resolved, and voice and data services are maintained at a high standard
for all the CSP’s roaming subscribers as well as incoming roaming customers, increasing revenue rewards.
|
|
●
|
QMyHandset enables identification of problematic handsets and provides analysis of the
cause of the problem. By identifying problematic handsets, CSPs can quickly make the required adjustments to their network to provide
support for more handset models, thus improving the customer experience and hopefully preventing customer churn
.
|
|
●
|
QCell analyzes performance quality and QoE by geographical cell and cell sector. QCell identifies underutilized or congested
cells by location and time frame, letting you know where to realign or redistribute cell traffic. QCell also shows location-based
service utilization for marketing statistics purposes.
|
RADCOM Network Visibility
Network Visibility, launched in February
2018, disrupts the traditional network packet broker model. Utilizing its advanced smart load balancing capabilities, Network Visibility
cost effectively provides operators with end-to-end network visibility for NFV networks. Working in unison with MaveriQ, Network
Visibility is fully automated under ETSI compliant NFV orchestration for onboarding and configuration and provides operators with
on-demand capabilities, auto-scaling, and auto-healing as well as seamless upgrades.
Network Visibility is designed to enable
CSPs to:
|
●
|
manage, scale and load balance the network traffic intelligently and efficiently;
|
|
●
|
gain 100% visibility of east-west traffic, inter-VM traffic;
|
|
●
|
automate and synchronize visibility and assurance, onboarding and configuration;
|
|
●
|
smartly distribute traffic between the network intelligence probes without having to duplicate traffic and waste network resources;
|
|
●
|
proficiently load balance Mobility Management Entity (MME)/IMS traffic with deciphering support;
|
|
●
|
intelligently analyze and filter traffic with application-based routing;
|
|
●
|
save network and bandwidth resources by filtering traffic at the tapping point; and
|
|
●
|
efficiently manage and deploy a centralized management solution.
|
Network Visibility offers operators an integrated
cloud-native visibility solution that ensures intelligent traffic distribution, load balancing and full end-to-end visibility across
virtual networks, and provides advanced packet broker capabilities, like packet de-duplication, secure socket layer decryption
and packet slicing. As a cloud-native solution, our Network Visibility has no dedicated hardware limitations and can be dynamically
deployed and scaled efficiently with an NFV distributed approach to high scale packet brokering.
Network Visibility’s plays a critical
role in managing network performance and aggregating live data from the network, performing session-aware load balancing and filtering
before carefully optimizing the traffic flow to MaveriQ virtual probes. Under a unified management solution, Network Visibility
is deployed and configured with a simple drop and drag graphic user interface that provides operators with direct interfaces to
a suite of troubleshooting tools. This approach can deliver significant cost savings as operators can analyze traffic before it
reaches the service assurance tools. Furthermore, with powerful filtering capabilities, Network Visibility’s visibility layer
can identify and manage specific data, thus significantly saving on the use of network resources by filtering the amount of data
delivered to MaveriQ.
RADCOM Network Insights –
RADCOM Network Insights, or Network Insights, provides CSPs
with real-time actionable business and marketing insights, which are customer centric while still maximizing revenue streams across
the organization. These insights provide full network visibility, allowing the CSP to proactively locate and resolve any performance
issues as quickly as possible, leading to an improved customer experience and reduced churn.
Network Insights’ sophisticated
tools are delivered via a powerful data virtualization suite. This enables the CSP to pinpoint necessary data for actionable insights
which are required to improve the CSP’s customers QoE and therefore to improve the CSP’s capital efficiency.
Sales by Product Line
The following table shows the breakdown
of our consolidated sales for the fiscal years 2017, 2016 and 2015 by product line:
|
|
Year ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(In millions of U.S. dollars)
|
|
MaveriQ
|
|
$
|
33.4
|
|
|
$
|
28.8
|
|
|
$
|
18.5
|
|
Others
|
|
$
|
3.8
|
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
Total
|
|
$
|
37.2
|
|
|
$
|
29.5
|
|
|
$
|
18.7
|
|
Sales and Marketing Organization
We sell to customers throughout the world
mainly via direct channels, including through our sales representatives in Europe and in Asia, but also via indirect channels.
Direct channels:
Most of our sales are made through a direct
channel, whereby our customers (the end-users) enter into an agreement directly with us. During 2017, this direct channel was used
mainly in North America, South America and Asia.
In North America, we operate through RADCOM
US, which sells our solutions to end-users directly and provides support to customers in the North American market. Our solutions
are sold to end-users in North America either by RADCOM US or by RADCOM Ltd.
In Brazil, we operate through RADCOM Brazil,
which primarily sells our solutions to end-users in the Brazilian market directly.
In India, we operate through RADCOM India,
which primarily provides marketing services and customer support worldwide.
Elsewhere, our solutions are primarily sold
to the end-users directly by RADCOM Ltd., including through our sales representatives in Europe and in Asia, and supported by local
representatives and subcontractors in the local market.
Indirect channels:
In several markets we sell our solutions
through independent distributors and resellers who market our solutions.
We continue to search for new distributors and resellers to
penetrate new geographical markets and new customers, and to better serve our target markets.
Our distributors and resellers serve as
our local representative in certain countries as part of our sales, marketing and support team. They help sell, deploy and service
our solutions, offer technical support in the end-user’s native language, and attend to customer needs during local business hours.
Geographic Markets
:
The table below indicates the approximate
breakdown of our revenue by territory, based on the location of the end-customer:
|
|
Year ended December 31,
(in millions of U.S. dollars)
|
|
|
Year ended December 31,
(in percentages)
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
North America
|
|
|
25.1
|
|
|
|
19.2
|
|
|
|
1.0
|
|
|
|
67.5
|
|
|
|
65.1
|
|
|
|
5.4
|
|
Europe
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
1.2
|
|
|
|
2.2
|
|
|
|
3.1
|
|
|
|
6.4
|
|
Asia (excluding Philippines)
|
|
|
0.4
|
|
|
|
0.3
|
|
|
|
0.6
|
|
|
|
1.1
|
|
|
|
1.0
|
|
|
|
3.1
|
|
Philippines
|
|
|
4.5
|
|
|
|
5.0
|
|
|
|
8.1
|
|
|
|
12.1
|
|
|
|
16.9
|
|
|
|
43.2
|
|
South America (excluding Brazil)
|
|
|
0.9
|
|
|
|
0.8
|
|
|
|
2.4
|
|
|
|
2.4
|
|
|
|
2.7
|
|
|
|
13.2
|
|
Brazil
|
|
|
1.8
|
|
|
|
2.5
|
|
|
|
3.5
|
|
|
|
4.8
|
|
|
|
8.5
|
|
|
|
18.7
|
|
Others (including Israel)
|
|
|
3.7
|
|
|
|
0.8
|
|
|
|
1.9
|
|
|
|
9.9
|
|
|
|
2.7
|
|
|
|
10.0
|
|
Total revenues
|
|
|
37.2
|
|
|
|
29.5
|
|
|
|
18.7
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
Competition
The market for our solutions is competitive,
and we expect that competition will continue in the future, both with respect to solutions that we are currently offering and solutions
that we are developing. Our principal competitors include Anritsu, Empirix, Ericsson, Exfo, Huawei, NetScout, Nokia, Polystar,
Nexus and Viavi
.
In addition to these competitors, we expect competition from established
and emerging communications, network management and test equipment companies. Many of our competitors have substantially greater
resources than we have, including financial, technological, engineering, manufacturing, marketing and distribution capabilities,
and some of them may enjoy greater market recognition than we do. Furthermore, the transition to NFV and software-based solutions
could possibly open the market to new competitors or bring in competitors from adjacent markets. For more information, see “Item
3.D-Risk Factors- Risks Related to Our Business and Our Industry.”
We believe that we are differentiated from
our competitors due to:
|
●
|
our leadership in providing cloud-native service assurance solutions for NFV networks;
|
|
●
|
our experience deploying NFV solutions with Tier 1 CSPs such as AT&T;
|
|
●
|
our advanced technology offering which provides end-to-end network visibility from virtual tapping
point to network insights;
|
|
●
|
our multi-technology correlation capabilities that support all major technologies – 3G,
4G, LTE, IMS, VoLTE and VoIP - within the same solution;
|
|
●
|
our solution being full software-based providing cost-efficiency, rapid deployment times and agility
in development;
|
|
●
|
our support for both physical and NFV networks to allow CSPs who have yet to transform to the
NFV, to accelerate NFV deployments and smoothly transition from physical infrastructure whilst using the same solutions;
|
|
●
|
our proven flexibility and responsiveness in a dynamic customer and technology environment; and
|
|
●
|
our engineering expertise.
|
In addition, CSPs are facing strong
competition both from other CSPs and from over-the-top, or OTT, players who are offering more and more similar services. In
order to fight for the end customers’ satisfaction, CSPs will need to gain deeper insight into customer behavior, enabling
them to tailor processes based on customer preferences.
Following our strategic
deployment with AT&T and an additional tier 1 CSP and our progress in engaging new customers thereafter, we believe that we
are the leader in NFV, cloud-native network intelligence solutions for CSPs transitioning to NFV.
Customer Service and Support
We believe that providing a high level of
customer service and support to end-users is essential to our success, and our strategic goal list to establish RADCOM as an industry
leader in customer satisfaction. Investments that we are making to achieve this goal include:
|
●
|
Enhancement of support:
We are dedicated to the provision of timely, effective and professional support for all our customers. On-call support is provided by our direct sales/support force as well as by our representatives, distributors, and Original Equipment Manufacturer, or OEM, partners. In addition, we routinely contact our customers to solicit feedback and promote full usage of our solutions. We may provide our customers with a free warranty period which includes bug-fixing and a warranty on our solutions. After the initial warranty period, we offer extended warranties which can be purchased for multi-year periods. Generally, the cost of the extended warranty is an annual maintenance fee based on a percentage of the overall cost of the solutions.
|
|
●
|
Customer-oriented product development:
With the goal of continuously enhancing our customer relationships, we meet regularly with customers, and use the feedback from these discussions to improve our solutions and guide our R&D roadmap.
|
|
●
|
Regional technical support:
As the sale of a system and solutions requires a high level of technical skill, we decided to enhance our support with local experts located in our regional offices. This strategy is advantageous in terms of the time zone, culture and language. For example, in our Brazil and India offices we established local support teams responsible for first level engagements with customers (tier 1).
|
|
●
|
Support of our representatives and distributors:
We provide a high level of pre- and post-sale technical support to our distributors and representatives in the field. We use a broad range of channels to deliver this support, including help desks, technical training and others.
|
Seasonality of Our Business
In addition to general market and economic conditions, such
as overall industry consolidation, the pace of adoption of new technologies, and the general state of the economy, our orders are
affected by seasonality in our customers’ capital spending plans and patterns. For example, our first quarter orders are usually
lower compared to the last quarter of the previous year, and often are the lowest of the year.
Development Facilities
Our corporate office and development facilities are located
in Tel Aviv, Israel, and consist primarily of software development, testing, quality control and installation.
Research and Development
In 2017, most of our research and development
efforts focused on developing and enhancing our NFV solutions to meet the stringent requirements of top tier CSPs having a large
subscriber base and a high level of expertise. We expect to continue to invest significant efforts in enhancing our NFV solutions
in 2018 and in developing new features and solution offerings such as our Network Visibility solution launched in February 2018.
The industry in which we compete is subject
to rapid technological developments, evolving industry standards, changes in customer requirements, and new product introductions
and enhancements.
As a result, our success depends in part upon our ability to
continue to enhance our existing solutions and to develop and introduce new solutions that improve performance and reduce total
costs on a cost-effective and timely basis.
We intend to continue developing solutions
that meet key industry standards, support important protocols as they emerge, and maintain our technological leadership.
Our gross research and development costs
were approximately $10.6 million in 2017, $8.0 million in 2016, and $6.1 million in 2015, representing 28.4%, 27.3%, and 32.5%
of our sales, respectively. Aggregate research and development expenses funded by the IIA were approximately $1.6 in 2017, $1.7
million in 2016, and $1.6 million in 2015. For more information on the IIA, see “Israel Innovation Authority” below.
We expect to continue to invest significant resources in research and development.
As of December 31, 2017, our research and development
staff consisted of 84 employees in Israel and 5 employees in India an increase of 11 employees compared to December 31, 2016. A
significant part of our research and development activities take place at our facilities in Tel Aviv. We occasionally
use independent subcontractors for portions of our development projects.
Israel Innovation Authority
We have received royalty-bearing grants
from the IIA for certain research and development activities pursuant to an incentive program, which are subject to provisions
of the R&D Law and the regulations promulgated thereunder.
In addition, we have filed numerous applications, and in the
future may continue to file additional applications, for grants from the IIA pursuant to the R&D Law. Grants received under
such programs are repaid through mandatory royalty payments based on revenues generated from products developed pursuant to such
programs or deriving therefrom. The receipt of such grants is contingent upon our ability to comply with certain applicable requirements
and conditions specified in the R&D Law and under the applicable program. As of December 31, 2017, royalties ranging from 3%
to 5% and are due on revenues from sales of products and related services that incorporate know-how developed, in whole or in part,
within the framework of projects funded by the IIA.
The R&D Law provides that the IIA is
authorized to determine the ownership requirements of know-how developed under an approved research and development program and/or
rights associated with such know-how including intellectual property, which is not the product that was developed under such program,
or the Funded Know-How. Among others, the IIA may determine that certain Funded Know-How can be transferred to third parties in
Israel only if such transferee company will also be subject to the same terms and conditions that were levied upon the transferor
company under the R&D Law prior to the transfer of such know-how.
The R&D Law, further provides that Funded
Know-How may not be transferred to any third parties outside of Israel, unless certain requirements are met, as determined in each
project separately. The IIA may approve the transfer of Funded Know-How from Israel to abroad, generally, in the following cases:
(a) the grant recipient pays to the IIA up to 600% of the total amount of the grants in consideration for such Funded Know-How,
and an additional payment of annual interest and linkage differences ; (b) if the grant recipient receives an alternative know-how
from a third party in exchange for its Funded Know-How, subject to certain requirements, among which the alternative know-how will
generate higher revenues than the Funded Know-How for the company; (c) if such transfer of Funded Know-How arises in connection
with certain types of cooperation in research and development activities; or (d) if such transfer of know-how arises
in connection with a liquidation by reason of insolvency or receivership of the grant recipient and the Funded Know-How is sold
for a lower price than the amount of funds invested in it, in which case the payment set forth in (a) may be reduced.
The R&D Law generally imposes reporting requirements with
respect to certain changes in the ownership of a grant recipient. The R&D Law requires the grant recipient and its controlling
shareholders or the foreign interested party of such grant recipient to notify the IIA of any change in control of the recipient
or a change in the holdings of the means of control of the grant recipient that results in a non-Israeli citizen or non-Israeli
resident or corporation incorporated in Israel becoming an interested party directly in the grant recipient, and requires the new
interested party to undertake to the IIA to comply with the R&D Law. In addition, the IIA may require additional information
or representations in respect of such events. For R&D Law purposes, “control” is defined as the ability
to direct the activities of a corporation except the ability that stems from serving as an officer or director of the company. A
person is presumed to have control if such person holds 50% or more of the means of control of a company. “Means of control”
generally refers to voting rights in a company’s shareholders meeting or the right to appoint directors or the chief executive
officer. An “interested party” of a company includes a holder of 5% or more of its outstanding share capital or
voting rights, its chief executive officer and directors, someone who has the right to appoint its chief executive officer or at
least one director, and a company with respect to which any of the foregoing interested parties owns 25% or more of the outstanding
share capital or voting rights or has the right to appoint 25% or more of the directors. Accordingly, any non-Israeli
who acquires 5% or more of our ordinary shares will be required to notify the IIA that it has become an interested party and to
sign an undertaking to comply with the R&D Law.
Amendment No. 7 to the R&D Law became
effective on January 1, 2016 and established the formation of the IIA in place of the Office of the Chief Scientist. Accordingly,
pursuant to Amendment No. 7, it is expected that the IIA may establish new guidelines and/or amend the existing guidelines regarding
the R&D Law and/or regulations thereunder. Consequently, Amendment No. 7 creates uncertainty with respect to the terms of our
existing and/or future IIA programs and incentives as we do not know what guidelines will be adopted by the IIA or will be amended
by it.
In each of the last ten fiscal years, we
have received royalty-bearing grants from the IIA. As of December 31, 2017, our total contingent liability to the IIA in respect
of grants received including accumulated interest and accumulated royalties paid was approximately $45.8 million.
In May 2010, we received a notice from the IIA regarding alleged
miscalculations in the amount of royalties paid by us to the IIA for the years 1992 through 2009. See “Item 3.D. Risk Factors–Risks
related to our Business and Our Industry”.
Binational Industrial Research and Development Foundation
Although we have not received any new grants
since 1996 and have not been required to pay any royalties since 2003, we have in the past received funding for the research and
development of products from the Israel-U.S. Binational Industrial Research and Development Foundation, or the BIRD Foundation. We
are obligated to pay royalties to the BIRD Foundation with respect to sales of products based on technology resulting from research
and development funded by the BIRD Foundation. Royalties to the BIRD Foundation are payable at the rate of 5% based on the
sales of such products, up to 150% of the grant received, linked to the United States Consumer Price Index. As of December 31,
2017, our contingent liability to the BIRD Foundation for funding received was approximately $376,000. Since 2003, we have
not generated sales of products developed with the funds provided by the BIRD Foundation.
Indian Subsidiary and China Office Funding
In April 2012 and in April 2014, the Israeli
Ministry of Economy, or MOE, approved our application for funding to help set up our Indian subsidiary and China office, respectively,
as part of a designated grant plan for the purpose of setting up and establishing a marketing agency in India and China. The grant
was intended to cover up to 50% of the costs of the office establishment, logistics, expenses and hiring of employees and consultants
in India and China, based on the approved budget for the plan for a period of three years. We are currently in the process of winding
down our China office.
We are obligated to pay to the MOE, over
a period of five years commencing as of the lapse of the third anniversary of the grant, royalties of 3% of increased sales in
the target market, with respect to the year during which the grant was approved (2012 for India, and 2014 for China), over a period
of five years but not more than the total linked amount of the grant received.
As of December 31,
2017, the total amount of marketing grants received from the MOE with respect to our offices in China and our subsidiary in India
is approximately $668,000. As of December 31, 2017, no liability had been accrued.
Proprietary Rights
To protect our rights to our intellectual
property, we rely upon a combination of trademarks, contractual rights, trade secret law, copyrights, non-disclosure agreements
and technical measures to establish and protect our proprietary rights in our solutions and technologies. We own a registered
trademark for the name Omni-Q
®
. We currently have three pending patent applications in the United States, and we
are in the process of filing additional patent applications. In addition, we usually enter into non-disclosure and confidentiality
agreements with our employees, distributors, sales representatives and with suppliers and sub-contractors who have access to sensitive
information.
Employees
Our total headcount as of December 31, 2017
was 214, broken down geographically and by function as follows:
|
|
Research and Development
|
|
|
Sales, Marketing and Customer Support
|
|
|
Operations
|
|
|
Administration and Management
|
|
|
Total Headcount
|
|
Israel
|
|
|
84
|
|
|
|
48
|
|
|
|
3
|
|
|
|
16
|
|
|
|
151
|
|
India
|
|
|
5
|
|
|
|
19
|
|
|
|
-
|
|
|
|
1
|
|
|
|
25
|
|
United States
|
|
|
-
|
|
|
|
16
|
|
|
|
-
|
|
|
|
3
|
|
|
|
19
|
|
Brazil
|
|
|
-
|
|
|
|
7
|
|
|
|
-
|
|
|
|
2
|
|
|
|
9
|
|
Other
|
|
|
-
|
|
|
|
10
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10
|
|
Total
|
|
|
89
|
|
|
|
100
|
|
|
|
3
|
|
|
|
22
|
|
|
|
214
|
|
We consider our relations with our employees
to be good and we have never experienced a strike or work stoppage. With the exception of employees located in Brazil, none
of our employees are represented by labor unions.
Although we are not a party to
a collective bargaining agreement in Israel, we are subject to certain provisions of collective bargaining agreements among the
Histadrut (General Federation of Labor in Israel), or the Histadrut, and the Coordinating Bureau of Economic Organizations (including
the Industrialists’ Association), or the CBEO, that are applicable to our Israeli employees by virtue of expansion orders of the
MOE, including transportation allowance, annual recreation allowance, the lengths of the workday and workweek and mandatory general
insurance pension. In addition, we may be subject to the provisions of the extension order applicable to the Metal, Electricity,
Electronics and Software Industry. Israeli labor laws are applicable to all of our employees in Israel. These provisions
and laws principally concern the length of the work day, minimum wages for workers, procedures for dismissing employees, determination
of severance pay, leaves of absence (such as annual vacation or maternity leave), sick pay and other conditions of employment.
In Israel, we follow a general practice,
which is the contribution of funds on behalf of most of our employees to an individual insurance policy known as “Managers
Insurance” or a pension fund. The contribution rates towards such Managers’ Insurance are above and beyond the
legal requirement. This policy provides a combination of savings plan, disability insurance and severance pay benefits to the insured
employee. It provides for payments to the employee upon retirement or death and accumulates funds on account of severance
pay, if any, to which the employee may be legally entitled upon termination of employment. Each participating employee contributes
an amount equal to up to 7% of such employee’s base salary, and we contribute between 13.7% and 16.6% of the employee’s base salary. Pursuant
to changes to Israeli law as well as collective bargaining agreements entered into by the Histadrut and the CBEO, the amounts that
we are required to contribute may increase from time to time.
Effective January 1, 2012, our
employment agreements with new employees in Israel are in accordance with Section 14 of the Israeli Severance Pay Law – 1963,
which provide that our contributions to severance pay fund shall cover our entire severance obligation. Upon termination, the release
of the contributed amounts from the fund to the employee shall relieve us from any further severance obligation and no additional
payments shall be made by us to the employee. As a result, the related obligation and amounts deposited on behalf of such obligation
are not stated on the balance sheet, as we are legally released from severance obligation to employees once the amounts have been
deposited, and we have no further legal ownership on the amounts deposited. Consequently, effective from January 1, 2012, we increased
our contribution to the deposited funds to cover the full amount of the employees’ salaries.
We also provide employees of RADCOM with
an Education Fund, to which each participating employee contributes an amount equal to 2.5% of such employee’s base salary and
we contribute an amount equal to 7.5% of the employee’s base salary (generally up to a certain ceiling provided in the Israeli
Income Tax Regulations). Israeli employees and employers also are required to pay pre-determined sums which include
a contribution to national health insurance to the Israel National Insurance Institute, which provides a range of social security
benefits.
In the United States, we provide benefits in the form of health,
dental, vision and disability coverage and matching 401k contributions, in an aggregate amount equal to approximately 17.1% of the employee’s base salary.
In Brazil, we provide benefits in the form of health coverage,
including health, vision and dental coverage, in an amount that varies from 4% - 54% of the employee’s base salary.
In India, we provide benefits in form of
health coverage, education fund, house rent allowance and health insurance fund, in an amount equal to 26% of the employee’s
salary.
|
C.
|
ORGANIZATIONAL STRUCTURE
|
In January 1993, we established RADCOM
US, which conducts the sales, marketing, and customer support of our products in North America. In July 1996, we
incorporated a wholly-owned subsidiary in Israel, RADCOM Investments, for the purpose of making various investments, including
the purchase of securities. In 2010, we established RADCOM Brazil, which conducts the sales, marketing and customer support
of our products in Brazil. In 2012, we established RADCOM India, which primarily provides marketing and customer support services
worldwide. The following is a list of our subsidiaries, each of which is wholly-owned:
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
RADCOM, Inc.
|
|
New Jersey
|
RADCOM Investments (96) Ltd
|
|
Israel
|
RADCOM do Brasil Comercio, Importacaoe
Exportacao Ltda
|
|
Brazil
|
RADCOM Trading India Private Limited
|
|
India
|
|
D.
|
PROPERTY, PLANTS AND EQUIPMENT
|
We currently lease an aggregate
of approximately 22,830 square feet of office space in Tel Aviv, Israel, from affiliates of our principal shareholders.
This space includes our development facilities,
which consist primarily of programming, documenting, quality control, testing and bug fixing, as well as from time to time, installation
of software components on third party hardware.
In 2017 we paid to affiliates of our principal
shareholders aggregate annual lease and maintenance payments in the sum of approximately $749,000 for our Tel Aviv offices. We
may, in the future, lease additional space from affiliated parties.
We also lease an aggregate of approximately
4,604 square feet of office space in Paramus, New Jersey, from an affiliate of our principal shareholders under a lease expiring
April 31, 2018. Effective May 1, 2018, we will lease an aggregate of approximately 5,946 square feet of office space in Paramus,
New Jersey, from an affiliate of our principal shareholder. In 2017, our aggregate annual lease payments for such premises were
approximately $69,000.
We also lease an aggregate of approximately
1,593 square feet of office space in Brazil and 845 square feet in India. The aggregate annual lease payments for those premises
in 2017 were approximately $45,000 and $107,000.
We believe that our offices and facilities
are adequate for our current needs and that suitable additional or substitute space will be available when needed.
ITEM 4A.
|
UNRESOLVED STAFF COMMENTS
|
Not applicable.
ITEM 5.
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
The following discussion of our financial condition and
results of operations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere
in this Annual Report.
Overview
We provide insight network solutions for
CSPs. Our world leading, innovative solutions are uniquely positioned to fulfill the CSPs’ ongoing needs to monitor their
networks (fixed and mobile) and assure the delivery of a quality service to their subscribers; both on NFV networks and non-virtual
networks.
General
Our discussion and analysis of our financial
condition and results of operation are based upon our consolidated financial statements, which have been prepared in accordance
with U.S. GAAP. Our operating and financial review and prospects should be read in conjunction with our financial statements, accompanying
notes thereto and other financial information appearing elsewhere in this Annual Report.
We commenced operations in 1991. Since then,
we have focused on developing and enhancing our products, building our worldwide direct and indirect distribution network and establishing
and expanding our sales, marketing, and customer support infrastructures.
Most of our revenues are generated in U.S.
dollars and the financing activities are made in U.S. dollars. Accordingly, we consider the U.S. dollar to be our functional currency
and our consolidated financial statements are prepared in dollars.
As we evaluate our growth prospects and
manage our operations for the future, we believe that the adoption of NFV by leading CSPs will be a major engine of our growth.
We continue to believe that a main part of our growth will be
the continue deployment of LTE, VoLTE, Triple Play and 3G networks.
We followed the below sales strategy in 2017 in order to expand
our sales pipeline and revenues:
|
●
|
We focused on leveraging our AT&T NFV implementation and our win with an additional tier 1 operator to expand our value proposition to additional carriers in North America, Europe and select carriers from other developed markets which are taking steps toward transition to NFV;
|
|
●
|
In parallel, in developing markets, including South America, Eastern Europe and Asia, we targeted customers rolling out LTE, IMS, 3G and VoIP services; this included expanding our business with our key existing customers and other carries in those territories;
|
|
●
|
We invested in and expanded our sales and marketing resources including through the engagement of local representatives in Europe and in Asia;
|
|
●
|
We invested in and expanded our professional services team and resources to meet our customers’ deployment, customization and support requirements and to allow us to successfully deliver multiple proof of concept demonstrations to potential new customers;
|
|
●
|
We pursued strategic partnerships, including OEM partnerships, and teaming agreements; and
|
|
●
|
We took part and continue to take part in leading technology programs for NFV, including Open Source MANO (OSM) and AT&T’s ONAP - Open Network Automation Platform.
|
In 2017, we expanded our MaveriQ solution
to additional virtualized solutions and created the RADCOM Network Intelligence portfolio. Our leadership in virtualized solutions
has contributed to our 2017 results. We believe that our leading NFV-ready solutions will be the leading factor for our revenues
in 2018.
Revenues
. In general, our
revenues are derived from sales of our products or solutions, fixed-price projects, and sales of extended warranty and support
services. Revenues consist of gross sales, less discounts and refunds, when applicable. In May 2014, the Financial Accounting Standards
Board, or FASB, issued a new Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers (Topic 606). For
further information regarding this new ASU and its impact on our financial results see “Item 5.B—Liquidity and Capital
Resources — Critical Accounting Policies and Estimates”.
Cost of revenues
. Cost
of revenues consists of labor and related costs, including costs incurred in software development customization for projects and
deployment costs, the use of hardware, inventory write-offs, packaging, importation taxes, shipping and handling costs, license
fees for software components of third parties, warranty expenses, allocation of overhead expenses, subcontractors’ expenses,
royalties to the IIA and share-based compensation. As part of our plan to reduce product cost and improve flexibility, we shifted
during the last few years to a model whereby we install our software-based solutions on standard, non-proprietary third-party hardware
that functions together with our software to deliver the product’s essential functionality.
The cost of revenues increased mainly due to cost of projects,
that comprised mainly of employees’ salaries and related costs incurred in software development customization of the Company’s
solution.
Our gross profit is affected by several factors, including the
introduction of new products, price erosion due to increasing competition, the bargaining power of larger clients, the number of
employees that we have in operations, deployment, software development customization and customer support, and integration of third
party software components into our own.
Research and Development expenses, Net
. Research
and development expenses, net consist primarily of salaries and related expenses, including share-based compensation, and, to a
lesser extent, payments for subcontractors and overhead expenses. Overhead expenses consist of a variety of costs, including
rent, office and associated expenses. The R&D expenses have been partially offset by royalty-bearing grants from the IIA.
Sales and Marketing expenses, Net
. Sales
and marketing expenses, net consist primarily of salaries and related expenses, including share-based compensation, commissions
to representatives, advertising, trade shows, promotional expenses, domestic and international travels, web site maintenance, and
overhead expenses, net of grants received from the MOE.
General and Administrative Expenses
.
General and administrative expenses consist primarily of salaries and related expenses including share-based compensation, professional
fees (which include legal, audit and additional consulting fees), bad debt expenses, other general corporate expenses and overhead
expenses.
Financial Income, Net
.
Financial income, net, in 2017 and 2016, consist primarily of interest earned on bank deposits, bank charges, and gains or losses
from the exchange rate differences of monetary balance sheet items denominated in non-U.S. dollar currencies.
Summary of Our Financial Performance for the Fiscal
Year Ended 2017 Compared to the Fiscal Year Ended 2016
For the year ended December 31, 2017, our
revenues were approximately $37.2 million, compared to approximately $29.5 million in 2016, reflecting an increase of approximately
26%. We used approximately $10.6 million in cash in operating activities during 2017, compared to approximately $9.5 million provided
from operating activities in 2016. Our net income for the year ended December 31, 2017 was approximately $2.9 million, compared
with a net income of approximately $1.9 million for 2016.
As of December 31, 2017, our cash and cash
equivalents and short-term bank deposit totaled approximately $62.6 million, compared with approximately $42.9 million as of December
31, 2016. The improvement in our cash and cash equivalents and short-term bank deposit in 2017 was mainly due to net proceeds of
approximately $30.2 million received from our follow-on public offering completed in 2017.
Our 2017 net income includes non-cash expenses due to share-based
compensation of approximately $2.2 million.
Our revenues increased relatively
more than our cost of revenues which resulted in an increase of our gross margin to approximately 72% in 2017 compared with approximately
70% in 2016. The increase in our gross margin derives from a change in product mix sold during 2017 compared with 2016 resulting
in higher margins.
Reportable Segments
Management
receives sales information by customers and by geographical regions. Research and development, sales and marketing, and general
and administrative expenses are reported on a combined basis only (
i.e.
, they are not allocated to product groups or geographical
regions). Because a measure of operating profit or loss by product groups or geographical regions is not presented to management
due to shared resources, we have concluded that we operate in one reportable segment.
Financial Data for Year Ended December 31, 2017 compared
with Year Ended December 31, 2016
The following table sets forth, for the
periods indicated, certain financial data expressed as a percentage of revenues:
|
|
Year ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Revenues
|
|
|
100
|
%
|
|
|
100
|
%
|
Cost of revenues
|
|
|
28.2
|
|
|
|
30.4
|
|
Gross profit
|
|
|
71.8
|
|
|
|
69.6
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
28.4
|
|
|
|
27.3
|
|
Less royalty-bearing participation
|
|
|
4.3
|
|
|
|
5.7
|
|
Research and development, net
|
|
|
24.1
|
|
|
|
21.6
|
|
Sales and marketing ,net
|
|
|
29.5
|
|
|
|
28.9
|
|
General and administrative
|
|
|
11.2
|
|
|
|
15.3
|
|
Total operating expenses
|
|
|
64.8
|
|
|
|
65.8
|
|
Operating income
|
|
|
7.0
|
|
|
|
3.8
|
|
Financial income, net
|
|
|
1.0
|
|
|
|
2.8
|
|
Income before taxes on income
|
|
|
8.0
|
|
|
|
6.6
|
|
Taxes on income
|
|
|
(0.2
|
)
|
|
|
(0.1
|
)
|
Net income
|
|
|
7.8
|
|
|
|
6.5
|
|
Revenues
. In
2017, our revenues increased by approximately 26% compared to 2016 as follows: an increase of approximately $8.6 million in
project revenues and an increase of approximately $0.3 million in warranty and support revenues offset by a decrease of
approximately $1.2 million in revenues from product and related services. The increase in project revenues reflects mainly
the execution and expansion of the deal with Amdocs software, in connection with the AT&T engagement.
For more information, see “Item
7.B—Major Shareholders and Related Party Transactions—Related Party Transactions”.
Revenues by product line
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
(In millions of U.S. dollars)
|
|
|
% Change
|
|
|
|
2017
|
|
|
2016
|
|
|
2017 vs. 2016
|
|
MaveriQ
|
|
|
33.4
|
|
|
|
28.8
|
|
|
|
16
|
|
Others
|
|
|
3.8
|
|
|
|
0.7
|
|
|
|
443
|
|
Total revenues
|
|
|
37.2
|
|
|
|
29.5
|
|
|
|
26
|
|
Revenues per geographic region, based on the location
of the end-customer
|
|
Year Ended December 31,
(in millions of U.S. dollars)
|
|
|
Year Ended December 31,
(as percentages)
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
North America
|
|
|
25.1
|
|
|
|
19.2
|
|
|
|
67.5
|
|
|
|
65.1
|
|
Europe
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
2.2
|
|
|
|
3.1
|
|
Asia (Excluding Philippines)
|
|
|
0.4
|
|
|
|
0.3
|
|
|
|
1.1
|
|
|
|
1.0
|
|
Philippines
|
|
|
4.5
|
|
|
|
5.0
|
|
|
|
12.1
|
|
|
|
16.9
|
|
South America (Excluding Brazil)
|
|
|
0.9
|
|
|
|
0.8
|
|
|
|
2.4
|
|
|
|
2.7
|
|
Brazil
|
|
|
1.8
|
|
|
|
2.5
|
|
|
|
4.8
|
|
|
|
8.5
|
|
Others (including Israel)
|
|
|
3.7
|
|
|
|
0.8
|
|
|
|
9.9
|
|
|
|
2.7
|
|
Total revenues
|
|
|
37.2
|
|
|
|
29.5
|
|
|
|
100
|
%
|
|
|
100
|
%
|
In 2017, the Company had two customers
in the United States and the Philippines that amounted to approximately $24.5 million and approximately $4.5 million, respectively,
of the total consolidated revenues. In 2016, the Company had two customers in the United States and in the Philippines, that amounted
to approximately $18.3 million and approximately $5 million, respectively, of the total consolidated revenues.
Cost of Revenues and Gross Profit
|
|
|
|
|
|
|
|
|
Year Ended December 31,
(in millions of U.S. dollars)
|
|
|
|
2017
|
|
|
2016
|
|
Products and related services
|
|
|
4.7
|
|
|
|
5.6
|
|
Projects
|
|
|
5.3
|
|
|
|
2.9
|
|
Warranty and support
|
|
|
0.5
|
|
|
|
0.5
|
|
Total cost of revenues
|
|
|
10.5
|
|
|
|
9.0
|
|
Gross profit
|
|
|
26.7
|
|
|
|
20.5
|
|
Cost of
Revenues
. During 2017, our gross profit as a percentage of revenues, calculated to include variable costs
which include salaries and related expenses, software development customization, use of hardware, royalties to the IIA,
license fees paid to third parties, warranty expenses and inventory write-off, was approximately 72% compared to
approximately 70% in 2016, which reflected a larger increase in our revenues as compared to the increase in our cost of
revenues. The increase in our cost of revenues is attributed mainly to cost of salaries and related expenses associated with
software development customizations incurred in projects. The increase in our gross profit was attributed to a change in
product mix sold in 2017 compared to 2016 resulting in higher margin revenues as well as a decrease in the cost of hardware
used and inventory write-off.
Our cost of revenues for 2017 includes an
expense of approximately $189,000 for share-based compensation in 2017, as compared to approximately $118,000 for share-based compensation
in 2016.
The following table provides the operating
costs and expenses of the Company in 2017 and 2016 as well as the percentage change of such expenses in 2017 as compared to 2016.
|
|
Year
ended December 31,
(in millions of U.S. dollars)
|
|
|
%
Change
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
vs 2016
|
|
Research and development
|
|
|
10.6
|
|
|
|
8.0
|
|
|
|
32.5
|
|
Less royalty-bearing participation
|
|
|
1.6
|
|
|
|
1.7
|
|
|
|
(5.9
|
)
|
Research and development, net
|
|
|
9.0
|
|
|
|
6.4
|
|
|
|
40.6
|
|
Sales and marketing, net
|
|
|
11.0
|
|
|
|
8.5
|
|
|
|
29.4
|
|
General and administrative
|
|
|
4.2
|
|
|
|
4.5
|
|
|
|
(6.7
|
)
|
Total operating expenses
|
|
|
24.2
|
|
|
|
19.4
|
|
|
|
24.7
|
|
Research
and Development Expenses
. Research and development expenses, gross, increased from approximately $8 million in 2016 to approximately
$10.6 million in 2017. As a percentage of total revenues, research and development expenses, gross, increased from approximately
27.3% in 2016 to approximately 28.4% in 2017. The increase in our gross research and development expenses is attributable mostly
to the increase in the number of employees, sub-contractors and related expenses. As of December 31, 2017, we employed 89 research
and development engineers, compared to 78 as of December 31, 2016. Our research and development costs included an expense of approximately
$473,000 for share-based compensation in 2017 and approximately $625,000 for share-based compensation in 2016.
We believe
that our research and development efforts are a key element of our strategy and are essential to our success. An increase or a
decrease in our total revenue would not necessarily result in a proportional increase or decrease in the levels of our research
and development expenditures, which could affect our operating margin.
Sales and Marketing Expenses, Net.
Sales
and marketing expenses increased from approximately $8.5 million in 2016 to approximately $11.0 million in 2017. The increase in
our sales and marketing expenses from 2016 to 2017 is mainly attributable to an increase in the number of employees. As a percentage
of total revenues, sales and marketing expenses increased from 28.9% in 2016 to 29.5% in 2017. Our sales and marketing expenses
included an expense of approximately $499,000 for share-based compensation in 2017 and approximately $199,000 for share-based compensation
in 2016.
General and Administrative
Expenses
. General and administrative expenses decreased from approximately $4.5 million in 2016 to approximately
$4.2 million in 2017. The decrease in our general and administrative expenses from 2016 is mainly attributed to a decrease in share-based
compensation. As a percentage of total revenues, general and administrative expenses decreased from 15.3% in 2016 to 11.2% in 2017.
Our general and administrative expenses included approximately $1.1 million for share-based compensation in 2017 and approximately
$1.5 million for share-based compensation in 2016.
Financial
Income, Net
. In 2017, the financial income, net, was approximately $389,000 compared to financial income, net, of approximately
$816,000 in 2016. The change in our financial expenses, net from 2016 is attributed to an increase in foreign currency translation
expenses.
Taxes on Income
. In
2017, we recorded tax expenses of approximately $83,000, compared to approximately $24,000 in 2016, reflecting withholding taxes
that were deducted by our customers as well as tax expenses of RADCOM India.
Financial Data for Year Ended December 31, 2016 compared
with Year Ended December 31, 2015
The following table sets forth, for the
periods indicated, certain financial data expressed as a percentage of revenues:
|
|
Year ended December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Revenues
|
|
|
100
|
%
|
|
|
100
|
%
|
Cost of revenues
|
|
|
30.4
|
|
|
|
23.2
|
|
Gross profit
|
|
|
69.6
|
|
|
|
76.8
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
27.3
|
|
|
|
32.5
|
|
Less royalty-bearing participation
|
|
|
5.7
|
|
|
|
8.5
|
|
Research and development, net
|
|
|
21.6
|
|
|
|
24.0
|
|
Sales and marketing, net
|
|
|
28.9
|
|
|
|
42.0
|
|
General and administrative
|
|
|
15.3
|
|
|
|
12.8
|
|
Total operating expenses
|
|
|
65.8
|
|
|
|
78.8
|
|
Operating income (loss)
|
|
|
3.8
|
|
|
|
(2.0
|
)
|
Financial income (expenses), net
|
|
|
2.8
|
|
|
|
(2.3
|
)
|
Income (loss) before taxes on income
|
|
|
6.6
|
|
|
|
(4.3
|
)
|
Taxes on income
|
|
|
(0.1
|
)
|
|
|
(0.7
|
)
|
Net income (loss)
|
|
|
6.5
|
|
|
|
(5.0
|
)
|
Revenues
. In 2016, our
revenues increased by approximately 58% compared to 2015 as follows: a decrease of approximately $6.9 million in revenues from
product and related services, an increase of approximately $16.9 million in projects and increase of approximately $0.8 million
in warranty and support revenues. The increase in projects revenues and the decrease in product and related services reflect the
execution of the deal with Amdocs software, in connection with the AT&T engagement.
For more information, see “Item
7.B—Major Shareholders and Related Party Transactions—Related Party Transactions”.
Revenues by product line
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
(In millions of U.S. dollars)
|
|
|
% Change
|
|
|
|
2016
|
|
|
2015
|
|
|
2016 vs. 2015
|
|
The MaveriQ
|
|
|
28.8
|
|
|
|
18.5
|
|
|
|
56
|
|
Others
|
|
|
0.7
|
|
|
|
0.2
|
|
|
|
250
|
|
Total revenues
|
|
|
29.5
|
|
|
|
18.7
|
|
|
|
58
|
|
Revenues per geographic region, based on the location
of the end-customer
|
|
Year Ended December 31,
(in millions of U.S. dollars)
|
|
|
Year Ended December 31,
(as percentages)
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
North America
|
|
|
19.2
|
|
|
|
1.0
|
|
|
|
65.1
|
|
|
|
5.4
|
|
Europe
|
|
|
0.9
|
|
|
|
1.2
|
|
|
|
3.1
|
|
|
|
6.4
|
|
Asia (excluding Philippines)
|
|
|
0.3
|
|
|
|
0.6
|
|
|
|
1.0
|
|
|
|
3.1
|
|
Philippines
|
|
|
5.0
|
|
|
|
8.1
|
|
|
|
16.9
|
|
|
|
43.2
|
|
South America (excluding Brazil)
|
|
|
0.8
|
|
|
|
2.4
|
|
|
|
2.7
|
|
|
|
13.2
|
|
Brazil
|
|
|
2.5
|
|
|
|
3.5
|
|
|
|
8.5
|
|
|
|
18.7
|
|
Others (including Israel)
|
|
|
0.8
|
|
|
|
1.9
|
|
|
|
2.7
|
|
|
|
10.0
|
|
Total revenues
|
|
|
29.5
|
|
|
|
18.7
|
|
|
|
100
|
%
|
|
|
100
|
%
|
In 2016, the Company had two customers
in the United States and the Philippines that amounted to approximately $18.3 million and $5 million, respectively, of the total
consolidated revenues. In 2015, the Company had two customers in the Philippines and Brazil, which amounted to approximately $8.1
million and $2.7 million, respectively, of the total consolidated revenues.
Cost of Revenues and Gross Profit
|
|
|
|
|
|
|
|
|
Year Ended December 31,
(in millions of U.S. dollars)
|
|
|
|
2016
|
|
|
2015
|
|
Products and related services
|
|
|
5.6
|
|
|
|
3.9
|
|
Projects
|
|
|
2.9
|
|
|
|
0.1
|
|
Warranty and support
|
|
|
0.5
|
|
|
|
0.3
|
|
Total Cost of revenues
|
|
|
9.0
|
|
|
|
4.3
|
|
Gross profit
|
|
|
20.5
|
|
|
|
14.3
|
|
Cost of Revenues
. During
2016, our gross profit as a percentage of revenues, calculated to include variable costs, which include salaries and related expenses,
purchasing, royalties to the IIA, license fees paid to third parties, warranty expenses and write-off of inventory and import taxes,
was approximately 70% compared to approximately 77% in 2015, which reflected the increase in our cost of revenues, mainly cost
of salaries and related expenses associated with software development customization incurred in projects, costs of third party
hardware and inventory write-offs.
Our cost of revenues included an expense
of approximately $118,000 for share-based compensation in 2016, and approximately $33,000 for share-based compensation in 2015.
The following table provides the operating
costs and expenses of the Company in 2016 and 2015, as well as the percentage change of such expenses in 2016 compared to 2015.
|
|
Year
ended December 31,
(in millions of U.S. dollars)
|
|
|
%
Change
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
vs 2015
|
|
Research and development
|
|
|
8.0
|
|
|
|
6.1
|
|
|
|
31.1
|
|
Less royalty-bearing participation
|
|
|
1.7
|
|
|
|
1.6
|
|
|
|
6.3
|
|
Research and development, net
|
|
|
6.4
|
|
|
|
4.5
|
|
|
|
42.2
|
|
Sales and marketing, net
|
|
|
8.5
|
|
|
|
7.8
|
|
|
|
9.0
|
|
General and administrative
|
|
|
4.5
|
|
|
|
2.4
|
|
|
|
87.5
|
|
Total operating expenses
|
|
|
19.4
|
|
|
|
14.7
|
|
|
|
32.0
|
|
Research and
Development Expenses
. Research and development expenses, gross, increased from approximately $6.1 million in 2015 to
approximately $8.0 million in 2016. As a percentage of total revenues, research and development expenses, gross, decreased
from 32.5% in 2015 to 27.3% in 2016. The increase in our gross research and development expenses from 2015 is attributed
mostly to the increase in the number of employees, sub-contractors and related expenses. As of December 31, 2016, we employed
78 research and development engineers, compared to 51 as of December 31, 2015. Our research and development costs included an
expense of approximately $625,000 for share-based compensation in 2016 and approximately $529,000 for share-based
compensation in 2015.
Sales and Marketing Expenses, Net.
Sales
and marketing expenses increased from approximately $7.8 million in 2015 to approximately $8.5 million in 2016. The increase in
our sales and marketing expenses from 2015 is mainly attributed to an increase in the number of employees and subcontractors. As
a percentage of total revenues, sales and marketing expenses decreased from 42.0% in 2015 to 28.9% in 2016. Our sales and marketing
expenses included an expense of approximately $199,000 for share-based compensation in 2016 and approximately $380,000 for share-based
compensation in 2015.
General and Administrative
Expenses
. General and administrative expenses increased from approximately $2.4 million in 2015 to approximately
$4.5 million in 2016. The increase in our general and administrative expenses from 2015 is mainly attributed to an increase in
the share-based compensation and an increase in salary and related expenses. As a percentage of total revenues, general and administrative
expenses increased from 12.8% in 2015 to 15.3% in 2016. Our general and administrative expenses included $1.5 million for share-based
compensation in 2016 and approximately $467,000 for share-based compensation in 2015.
Financial
Income (Expenses), Net
. In 2016, the financial income, net, was approximately $816,000 compared to financial expenses,
net, of approximately $433,000 in 2015. The change in our financial income (expenses), net from 2015 is attributed to an increase
in foreign currency translation income of approximately $989,000 and an increase of approximately $260,000 in interest income due
to higher cash balances in 2016.
Taxes on Income
. During
2016, we recorded tax expenses of approximately $24,000, compared to approximately $121,000 in 2015, reflecting withholding taxes
deducted by our customers as well as tax expenses of RADCOM India.
Impact of Inflation and Foreign Currency Fluctuations
Most of our revenues are generated in U.S.
dollars and the financing activities are made in U.S. dollars. We also generate revenues in BRLs, euros and other currencies; however,
we consider the U.S. dollar to be our functional currency. In the future additional revenues may be denominated in currencies other
than U.S. dollars.
Since a significant portion of our expenses
is in NIS, as we pay our Israeli employees’ salaries in NIS, the dollar cost of our operations is influenced by the exchange rates
between the NIS and the US dollar. Fluctuations in exchange rates between the U.S. dollar, the BRL, euro, and other currencies
in which we generate revenue, and the U.S. dollar, may also have an effect on our results of operations. With respect to our Brazilian
subsidiary, the functional currency has been determined to be their local currency. Assets and liabilities are translated at year-end
exchange rates and statements of income items are translated at average exchange rates prevailing during the year. Such translation
adjustments are recorded as a separate component of accumulated other comprehensive loss in shareholders’ equity.
Because exchange rates between the NIS and the U.S. dollar fluctuate
continuously, exchange rate fluctuations will have an impact on our profitability and period-to-period comparisons of our results. The
effects of foreign currency re-measurements are reported in our financial statements as financial income or expense. Based on our
budget for 2018, we expect that an increase of NIS 0.10 to the exchange rate of the NIS to U.S. dollar will decrease our expenses
expressed in dollar terms by approximately $621,000 per fiscal year and vice versa.
Effective Corporate Tax Rate
As of January 1, 2017, Israeli resident
companies were generally subject to corporate tax at the rate of 24%. In January 1, 2018, the corporate tax rate was reduced to
23%. Israeli resident companies are generally subject to capital gains tax at the corporate tax rate. We do not generate taxable
income in Israel, as we have historically incurred operating losses resulting in carry forward losses for tax purposes totaling
approximately $32.6 million as of December 31, 2017. We believe that we will be able to carry forward these tax losses to future
tax years. We do not expect to pay taxes in Israel, on our incomes from operations, until we utilize our carry forward tax losses.
We may be required to pay taxes on our passive income, if any. For more information on taxation, see “Item 10.E – Taxation.
Our effective corporate tax rate may exceed
the Israeli tax rate. Our U.S. and Brazilian subsidiaries will generally be subject to applicable federal, state, local and
foreign taxation, and we may also be subject to taxation in the other foreign jurisdictions in which we own assets, have employees
or conduct business activities.
We recorded a valuation allowance of approximately
$12.6 million at December 31, 2017 for all of our deferred tax assets. Based on the weight of available evidence, we believe
it is more likely than not that all of our deferred tax assets will not be realized.
In 2017 and 2016, taxes on income included tax expenses which
reflects withholding taxes deducted by our customers as well as tax expenses of RADCOM India.
|
B.
|
LIQUIDITY AND CAPITAL
RESOURCES
|
We have financed our operations through
cash generated from operations, the proceeds from our private and public offerings, proceeds from the exercise of options and warrants
and royalty-bearing participation from the IIA and others. Cash and cash equivalents and short-term bank deposit at December 31,
2017, 2016 and 2015 were approximately $62.6 million, $42.9 million and $8.7 million, respectively.
We believe that our existing capital resources
and cash flows from operations will be adequate to satisfy our expected liquidity requirements through the next twelve months.
Our foregoing estimate is based on, among other things, our current backlog and the pipeline for 2018. Without derogating from
the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise additional
funds in 2018. We believe that, if required, we will be able to raise additional capital or reduce discretionary spending to provide
the required liquidity beyond the next twelve months.
Net Cash (Used in) Provided
by Operating Activities
. Net cash used in operating activities was approximately $10.6 million in 2017 as compared to net cash
provided by approximately $9.5 million in 2016 and $1.9 million in 2015. The negative net cash flow in 2017 was primarily
due to an increase in the trade receivables of approximately $15.9 million, a decrease in trade payables of approximately $1.2
million, an increase in inventories of approximately $0.6 million and an increase in other accounts receivable and prepaid expenses
of approximately $0.5 million. This was partially offset by net income of approximately $2.9 million, share-based compensation
and restricted shares of approximately $2.2 million, an increase in other accounts payable and accrued expenses of approximately
$1.4 million, depreciation of approximately $0.5 million and an increase in employees and payroll accruals of approximately $0.5
million. The positive net cash flow in 2016 was primarily due to net income of approximately $1.9 million, share-based compensation
and restricted shares of approximately $2.5 million, a decrease in inventories of approximately $0.8 million, an increase in the
trade payables of approximately $1.3 million, an increase in deferred revenue and advances from customers of approximately $1.2
million and an increase in employees and payroll accruals of approximately $1.0 million.
The trade receivables and days of sales
outstanding, or DSO, are primarily impacted by payment terms, variations in the levels of shipment in the quarter, and collections
performance. Trade receivables for 2017 increased to approximately $20.3 million from approximately $4.4 million in
2016, reflecting mainly new projects. We believe that continued expansion of our business may require continued investments in
working capital as many customers require commercial terms which result in longer payment terms.
The increase in inventories in 2017 was
mainly due to the increase in inventory delivered to customers for which revenue criteria have not been met and recognized.
Net Cash Used in Investing Activities.
Our
investing activities generally consist of the purchase of equipment and investment in short-term bank deposit. Net cash used in
investing activities in 2017 and 2016 totaled approximately $40.8 million and $1.3 million, respectively. In 2017 we invested approximately
$40 million in a short-term bank deposit and approximately $0.8 million for the purchase of equipment. In 2016 we invested approximately
$1.3 million for the purchase of equipment.
Net Cash provided by Financing Activities.
In
2017, net cash provided by financing activities totaled approximately $31.1 million, including net proceeds received from our follow-on
public offering completed in October 2017 of approximately $30.2 million and exercise of options of approximately $0.9 million.
In 2016, net cash provided by financing activities totaled approximately $25.7 million, including net proceeds received from follow-on
public offering completed in May 2016 of approximately $21.3 million, exercise of options of approximately $3.3 million and exercise
of warrants of approximately $1.1 million.
Public offerings
In October 2017, we raised a net amount of approximately
$30.2 million, after deducting underwriters’ discounts, commissions and other offering expenses, in a public offering, or the “2017
Public Offering”, by issuance of ordinary shares. Under the 2017 Public Offering, we issued 1,661,536 ordinary shares for
aggregate gross proceeds of approximately $32.4 million, at a price to the public of $19.50 per ordinary share.
In May 2016, we raised a net amount of approximately
$21.3 million, after deducting underwriters’ discounts, commissions and other offering expenses, in a public offering, or the “2016
Public Offering”, by issuance of ordinary shares. Under the 2016 Public Offering, we issued 2,090,909 ordinary shares for
aggregate gross proceeds of approximately $23.0 million, at a price to the public of $11.00 per ordinary share. The investors in
the 2016 Public Offering included Mr. Zohar Zisapel, our controlling shareholder, director and former Chairman of our Board of
Directors, who purchased 200,000 ordinary shares at the public offering price.
Investments
We may in the future undertake hedging or
other similar transactions or invest in market risk-sensitive instruments, if our management determines that it is necessary to
offset risks such as foreign currency and interest rate fluctuations.
Impact of Related Party Transactions
We have entered into a number of agreements
with the RAD-BYNET Group (as described under Item 7.B). The pricing of the transactions with respect to such leases
was determined based on negotiations between the parties. Members of our audit committee of the Board of Directors, or the
Audit Committee, Board of Directors and management reviewed the pricing of the leases and confirmed that these leases were not
different from terms that could have been obtained from unaffiliated third parties. We believe, however, that due to the affiliation
between us and the RAD-BYNET Group, we have greater flexibility on certain issues than what may be available from unaffiliated
third parties.
For more information, see “Item 7.B—Major
Shareholders and Related Party Transactions—Related Party Transactions” below.
Please see “Item 5.F—Operating
and Financial Review and Prospects—Tabular Disclosure of Contractual Obligations” below for a discussion of our material
commitments for capital expenditures.
Government Grants and Related Royalties
The Government of Israel, through the IIA,
encourages research and development projects pursuant to the R&D Law and the regulations promulgated thereunder. We may
receive grants from the IIA at the rates that range from 20% to 50% of the research and development expenses, as prescribed by
the research committee of the IIA in accordance with the R&D Law. We recorded such grants from the IIA in the total amount
of approximately $1.6 million in 2017, $1.7 million in 2016 and $1.6 million in 2015. Pursuant to the specific terms of these grants,
we are obligated to pay royalties at a range of 3%-5% of the revenues generated by sales of products (and certain related services)
funded with these grants. In the event that a project funded by the IIA does not result in the development of a product which
generates revenues, we would not be obligated to repay the grants we received for the product’s development. Royalty expenses
relating to the IIA grants included in the cost of revenues for years ended December 31, 2017, 2016 and 2015 were approximately
$1,303,000, $1,033,000 and $655,000, respectively. The total grants regarding projects that we have received from the IIA as of
December 31, 2017 were approximately $42.5 million. For projects authorized as a research and development program under the
R&D Law since January 1, 1999, the repayment interest rate is LIBOR. As of December 31, 2017, the accumulated interest was
approximately $17.0 million, the accumulated royalties paid to the IIA were approximately $13.7 million and our total amount of
contingent liability to the IIA in respect of grants received was, according to our records, approximately $45.8 million. For
additional information, see “Item 4.B—Information on the Company—Business Overview—Israel Innovation Authority.”
We are also obligated to pay royalties to
the BIRD Foundation, with respect to sales of products based on technology resulting from research and development funded by the
BIRD Foundation. Royalties to the BIRD Foundation are generally payable at the rate of 5% of the sales of such products, up
to 150% of the grant received, linked to the United States Consumer Price Index. As of December 31, 2017, we had a contingent
obligation to pay the BIRD Foundation aggregate royalties in the amount of approximately $376,000. For additional information,
see “Item 4.B—Information on the Company—Business Overview—Binational Industrial Research and Development
Foundation.”
In April 2012 and in April 2014, the MOE
approved our application for funding to help set up our Indian subsidiary and China office respectively as part of a designated
grant plan for the purpose of setting up and establishing a marketing agency in India and China. The grant is intended to cover
up to 50% of the costs of the office establishment, logistics, expenses and hiring of employees and consultants in India and China,
based on the approved budget for the plan for a period of three years.
We are obligated to pay to the MOE, royalties
of 3% on the increased sales in the target market, with respect to the year during which the grant was approved (2012 for India,
and 2014 for China), over a period of five years but not more than the total linked amount of the grant received. As of December 31,
2017, we have no contingent obligation to pay the MOE any royalties. For additional information, see “Item 4.B—Information
on the Company—Business Overview—Israel Innovation Authority.”
Critical Accounting Policies and Estimates
The preparation of Consolidated Financial
Statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that
affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Note 2 to the Consolidated Financial
Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements.
The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require
significant judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements, and actual
results could differ materially from the amounts reported based on these policies.
Revenue recognition
. Revenues from
sales of products and related services are recognized when persuasive evidence of an agreement exists, delivery of the product
has occurred, the fee is fixed or determinable, and collectability is reasonably assured. Our products contain software components
and non-software components that function together to deliver the product’s essential functionality.
Products are typically considered delivered
upon shipment. In instances where final acceptance of the product is specified by the customer, and the acceptance is deemed substantive,
revenue is deferred until all acceptance criteria have been met. Our arrangements generally do not include any provisions for cancellation,
termination or refunds that would significantly impact recognized revenue. Large-sized deals usually include acceptance criteria
and since the delivery of such projects can take on average between six to eighteen months revenue recognition for such projects
is delayed.
Our revenues are generated from sales to
direct customers, resellers and to lesser extent independent distributors. Sales through resellers considered final per revenue
recognition criteria. Sales to distributors are recognized on a “sale through” basis and therefore, revenues from these
distributors are deferred until all revenue recognition criteria of the sale to the end customer are met.
We also generate sales through independent
representatives. These representatives do not hold any of the Company’s inventories, and they do not buy products from us. We invoice
the end-user customers directly, collect payment directly, and then pay commissions to the representative for the sales in their
territory.
Revenues from fixed price contracts
(Projects) that require significant customization, integration and installation are recognized based on ASC 605-35, “Construction-Type
and Production-Type Contracts”, using the percentage-of-completion method of accounting based on a percentage that incurred
labor effort to date bears, to total projected labor effort. The amount of revenue recognized is based on the total fees under
the arrangement and the percentage of completion achieved. Provisions for estimated losses on uncompleted contracts are made in
the period in which such losses are first determined, in the amount of the estimated loss on the entire contract. During the year
ended December 31, 2017, 2016 and 2015, the Company recognized revenues of approximately $26.2 million, $17.5 million and $622,000
from such contracts.
Revenues in arrangements with multiple deliverables
are allocated using the relative selling price method. The selling price for each deliverable is based on vendor-specific objective
evidence, or VSOE, if available, or third party evidence, or TPE, if VSOE is not available, or estimated selling price, or ESP,
if neither VSOE or TPE is available. The Company determines the ESP based on management estimated selling price by considering
several external and internal factors including, but not limited to, pricing practices including discounting, margin objectives,
and competition
Under our selling arrangements, we usually
provide a one-year warranty, which includes bug fixing and a hardware warranty, or the Warranty, for our products. After the Warranty
period initially provided with our products ends, we may sell extended warranty contracts on a standalone basis, which include
bug fixing and a hardware warranty. Revenue related to extended warranty contracts is recognized pursuant to ASC 605-20-25, “Separately
Priced Extended Warranty and Product Maintenance Contracts.” Pursuant to this provision, revenue related to separately
priced product maintenance contracts is deferred and recognized over the term of the maintenance period.
In May 2014, FASB issued a new ASU 2014-09,
Revenue from Contracts with Customers (Topic 606). Under the new standard, revenue is recognized when a customer obtains control
of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive
in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty
of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard,
including clarification on identifying performance obligations.
The guidance permits two methods of adoption:
retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect
of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We adopted
the new standard, effective January 1, 2018, using the modified retrospective method applied to those contracts which were not
substantially completed as of January 1, 2018.
The cumulative adjustment
will decrease our accumulated deficit as of January 1, 2018 by approximately $337,000, while decreasing our deferred revenues
by approximately $80,000, increasing our trade receivables by approximately $233,000 and increasing our other accounts receivable
and prepaid expenses by approximately $24,000.
The most significant impact of the standard
on our financial statements relates to differences in timing of revenue recognition under the new standard.
Inventories
. Inventory
is written down based on excess and obsolete inventories determined primarily by future demand forecasts. Inventory write-downs
are measured as the difference between the cost of the inventory and net realizable value, based upon assumptions about future
demand, and are charged to the provision for inventory, which is a component of our cost of revenues. At the point of the loss
recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not
result in the restoration or increase in that newly established cost basis.
Inventory also includes amounts with respect to inventory delivered
to customers for certain projects but for which revenue criteria have not been met yet.
Share-based compensation
.
Our accounts for share-based compensation are in accordance with ASC 718 “Compensation – Stock-based Compensation”,
or ASC 718, which requires us to estimate the fair value of share-based payment awards on the grant date using an option-pricing
model.
We recognize compensation expenses
for the value of the awards granted based on the accelerated attribution method over the requisite service period of each of the
awards.
Forfeitures recorded per occurrence
.
ASC 718 allows entities to make an accounting policy election to either estimate forfeitures or recognize forfeitures as they occur.
We elected an accounting policy of recording forfeitures as they occur.
We selected the Black-Scholes option-pricing
model as the most appropriate fair value method for our stock options awards. This option-pricing model requires a number of assumptions,
of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated
based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected
option term, as management believes that this is the best indicator of future volatility. The expected term was generated by running
the Monte Carlo model pursuant to which historical post-vesting forfeitures and suboptimal exercise factor is estimated by using
historical option exercise information. The suboptimal exercise factor is the ratio by which the stock price must increase over
the exercise price before employees are expected to exercise their stock options. The expected term of the options granted is derived
from the output of the options valuation model and represents the period of time that options granted are expected to be outstanding.
The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected life of the
options. Historically the Company has not paid dividends and in addition has no plans in the foreseeable future to pay dividends,
and therefore use an expected dividend yield of zero in the option pricing model.
Determining the fair value of share-based awards at the grant
date requires the exercise of judgment.
|
C.
|
RESEARCH AND DEVELOPMENT,
PATENTS AND LICENSES
|
See “Item 4.B—Information on
the Company—Business Overview—Research and Development,” “Item 4.B—Information on the Company—Business
Overview—Proprietary Rights”, and “Item 5—Operating and Financial Review and Prospects—Research and
Development” and “Item 5.A—Operating and Financial Review and Prospects—Operating Results”.
During 2017, we saw an increased interest
in NFV capable service assurance solutions as the first step in NFV transitions. Initial inquiries by CSPs into potential NFV migrations
during 2016 and 2017 are now starting to evolve into proof of concept demonstrations and actual deployments.
We expect that the NFV market will continue
to gain momentum during 2018 and beyond resulting in potential increased interest by CSPs in our solutions. Key benefits that CSPs
will derive from NFV include faster time-to-market, enablement of new services, automatic scaling of resources up and down to fit
the network’s dynamic nature, and significantly lower costs (both capital expenditures and operating expenses).
Customer experience is a major driver for
CSPs to invest in solutions that enable to them to better monitor and proactively offer resolution and upgrade of quality of service.
As services become more technologically
complex and their volumes increase, service quality becomes an issue that must be addressed and specifically must be virtualized
to allow for end-to-end visibility across the different network areas. Our Network Intelligence solutions address this need by
providing end-to-end network visibility from virtual tapping point to network insights.
|
E.
|
OFF–BALANCE SHEET ARRANGEMENTS
|
None.
|
F.
|
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
|
The following table of our material
contractual obligations as of December 31, 2017, summarizes the aggregate effect that these obligations are expected to have on
our cash flows in the periods indicated:
|
|
Payments due by period
|
|
Contractual Obligations
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3
years
|
|
|
4-5
years
|
|
|
More than
5 years
|
|
|
|
|
|
|
(in thousands of U.S. dollars)
|
|
Operating leases obligation (1)
|
|
$
|
3,132
|
|
|
$
|
998
|
|
|
$
|
1,847
|
|
|
$
|
246
|
|
|
$
|
41
|
|
Open purchase orders (2)
|
|
|
198
|
|
|
|
198
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other long-term commitments (3)
|
|
|
521
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
3,851
|
|
|
$
|
1,196
|
|
|
$
|
1,847
|
|
|
$
|
246
|
|
|
$
|
41
|
|
|
(1)
|
Represents operating lease costs, consisting of leases
for facilities and vehicles.
|
|
(2)
|
We purchase components from a variety of suppliers and
vendors, in connection with the development and sales of our products.
|
|
(3)
|
In addition to the obligations noted above, we have potential
liability for severance pay for Israeli employees, which is calculated pursuant to Israeli Severance Pay Law, based on the most
recent monthly salary of the employees multiplied by the number of years of employment as of the balance sheet date. After
completing one full year of employment, our Israeli employees are entitled to one month’s salary for each year of employment or
a portion thereof. Our obligation for accrued severance pay under Israel’s Severance Pay Law as of December 31, 2017, was
approximately $3,573,000, of which approximately $3,052,000 was funded through deposits in severance pay funds, leaving a net
obligation of approximately $521,000
.
The
timing of payment of this liability is dependent on timing of the departure of the employees and whether they leave of their own
will or are dismissed.
|
In addition, we are required to pay royalties
of between 3% to 5% and 5% of the revenues derived from products incorporating know-how developed from research and development
grants from the IIA and BIRD Foundation, respectively. As of December 31, 2017, our contingent liability to the IIA in
respect of grants received was according to our records approximately $45.8 million, and our contingent liability to the BIRD Foundation
in respect of funding received was approximately $376,000. If we do not generate revenues from products incorporating know-how
developed within the framework of these programs, we will not be obligated to pay royalties under these programs.
For additional information, see “Item
4.B—Information on the Company—Business Overview—Israel Innovation Authority”, and “Item 4.B—Information
on the Company—Business Overview—Binational Industrial Research and Development Foundation.”
We are also obligated to pay to the MOE
royalties of 3% on the increased sales in the target market derived in India and China, with respect to the year during which the
grant was approved (2012 and 2014, respectively), over a period of five years but not more than the total linked amount of the
grant received by us. As of December 31, 2017, no liability was accrued.
Effect of Recent Accounting
Pronouncements
See note 2, Significant Accounting
policies, in Notes to the Consolidated Financial Statements in Item 18 of part II of this Report, for a full description of recent
accounting pronouncements, including the expected dates of adoption and estimated effects on financial condition and results of
operations.
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
|
A.
|
DIRECTORS AND SENIOR MANAGEMENT
|
The following table lists our current directors
and executive officers:
Name
|
|
Age
|
|
Position
|
Rachel (Heli) Bennun
|
|
64
|
|
Executive Chairman of our Board of Directors
|
Uri Har (1)(2)(3)(4)(5)
|
|
81
|
|
Director
|
Irit Hillel (1)(2)(4)(5)
|
|
55
|
|
Director
|
Matty Karp (2)(4)(5)
|
|
68
|
|
Director
|
Zohar Zisapel
|
|
69
|
|
Director
|
Yaron Ravkaie
|
|
49
|
|
Chief Executive Officer
|
Eyal Harari
|
|
41
|
|
Chief Executive Officer of RADCOM US
|
Ran Vered
|
|
39
|
|
Chief Financial Officer
|
Hilik Itman
|
|
46
|
|
Vice President, Research and Development
|
Harel Givon
|
|
45
|
|
Chief Business Officer
|
Rami Amit
|
|
52
|
|
Chief Technology Officer and Head of Product
|
Keren Rubanenko
|
|
41
|
|
Vice President Professional Services
|
|
(1)
|
External Director, pursuant to the Israeli Companies Law.
|
|
(2)
|
Independent Director, under Nasdaq Stock Market Rules,
or the Nasdaq Listing Rules.
|
|
(3)
|
Chairman of Audit and Compensation Committees.
|
|
(4)
|
Audit Committee Member.
|
|
(5)
|
Compensation Committee Member.
|
Ms. Rachel (Heli) Bennun
has served
as a director since December 2012 and was appointed as our Executive Chairman of our Board of Directors in September 2015. In addition,
Ms. Bennun served as a consultant to the Company’s management for almost four years, beginning January 2012. Ms. Bennun has
over 25 years of professional experience in hi-tech companies. In 1988, Ms. Bennun co-founded Arel Communications & Software
Ltd. (formerly Nasdaq:ARLC), or Arel, a company focused on offering integrated video, audio and data-enabled conferencing solutions,
including real time Interactive Distance Learning. Ms. Bennun served as Arel’s CEO and CFO from 1988 until 1998, during which time
Arel went public on the Nasdaq (1994). In addition, Ms. Bennun served as a director of Arel from 1988 until 1998 and as the vice-chairman
of Arel’s board of directors from 1998 until 2001. In 1996, Ms. Bennun co-founded ArelNet Ltd. (formerly TASE: ARNT), or ArelNet,
a pioneer in the field of Voice over IP. Ms. Bennun served as ArelNet’s CEO from 1998 until 2001, during which time ArelNet went
public on the TASE. In 2004, Ms. Bennun resumed her position as ArelNet’s CEO and a director, until ArelNet was acquired by Airspan
Network Inc. in 2005. From 2006 until 2009, Ms. Bennun served as the CEO and director of OrganiTech USA, Inc. (PINK: ORGT), a pioneer
in the Cleantech industry. Ms. Bennun holds a M.Sc. and a B.Sc. in Industrial and Management Engineering from Ben-Gurion University.
Mr. Uri Har
has served as a director
since September 2006. He was the Director General of the Electronics and Software Industries Association of Israel from 1984 until
2006. Prior to that, Mr. Har served for 26 years in engineering and managerial positions in the Israeli Navy where his last
assignment was the Israeli Naval Attaché in the United States and Canada. Among his various positions in the Israeli
Navy, he served for three years (1977 - 1980) as Head of the Budget and Comptroller Department. He holds a B.Sc. and a M.Sc.
in Mechanical Engineering from the Technion - Israel Institute of Technology.
Ms. Irit Hillel
has served as a director
since October 2007. She has spent the last 20 years as an entrepreneur and senior executive in digital media, technology and investment
firms. She currently serves as Venture Partner at HP Tech Ventures, the corporate venture arm of HP Inc. (Nasdaq: HPQ), leading
partnerships and strategic investments in early stage technology startups. She is also a board member of Imagesat NV. From 2005
until 2008 she was Managing Director at Magnolia Capital Partners, managing the operations in Israel of Thomas Weisel Partners
and Nomura, providing investment banking services to Israeli high tech and healthcare companies. In 2008 to 2009 she served as
Head of Interactive at Animation Lab, a JVP 3D feature animation company. Ms. Hillel served as Head of Mattel Interactive Europe,
bringing to market some of Europe’s best-selling computer game titles. Previously, Ms. Hillel founded and served as EVP business
development and board director for PrintPaks, acquired by Mattel Inc. (NYSE: MAT) in 1997. Prior experience also includes VP at
Power Paper Ltd., Advisor to Hewlett Packard Co. (NYSE: HPQ), and Investment Manager at Columbia Savings in Beverly Hills, California.
Ms. Hillel holds an M.B.A. from the Anderson Graduate School of Business at UCLA, and a B.Sc. in Mathematics and Computer Science
from Tel Aviv University.
Mr. Matty Karp
has
served as a director since December 2009. From 1996 to 2015, he was the managing partner of Concord Ventures, an Israeli venture
capital fund focused on Israeli early stage technology companies, which he co-founded in 1997. From 2007 to 2008, he served as
the Chairman of Israel Growth Partners Acquisition Corp. From 1994 to 1999, he served as the Chief Executive Officer of Kardan
Technologies, a technology investment company, and continued to serve as a director until October 2001. From 1994 to 1997, he served
as the President of Nitzanim Venture Fund, an Israeli venture capital fund focused on early-stage high technology companies. From
1987 to 1994, he served in numerous positions at Elbit Systems Ltd. (Nasdaq and TASE: ESLT). Mr. Karp is a director of Elta Ltd.
He has served as a director of a number of companies, including: Galileo Technology, which was acquired by Marvell Technology Group
(Nasdaq: MRVL); Accord Networks which was acquired by Polycom (Nasdaq: PLCM); Saifun Semiconductors, which merged with Spansion,
and El Al Israel Airlines (TASE: ELAL). Mr. Karp received a B.Sc., cum laude, in Electrical Engineering from the Technion - Israel
Institute of Technology and is a graduate of the Harvard Business School Advanced Management Program.
Mr. Zohar Zisapel,
a co-founder
of our Company, has served as our Chairman of the Board from inception in 1985 until September 2015. Mr. Zisapel is the Chairman
of Ceragon Networks Ltd. (Nasdaq: CRNT), and director of Amdocs Ltd
(Nasdaq: DOX)
and
serves as chairman or director of several private companies in the in the areas of Communications, Cyber Security and Automotive.
Mr. Zisapel holds a B.Sc. and a M.Sc. in Electrical Engineering from the Technion - Israel Institute of Technology and an M.B.A.
from Tel-Aviv University.
Mr. Yaron Ravkaie
, our Chief Executive
Officer, joined us in January 2016. Prior to
joining RADCOM, Mr. Ravkaie served during 2015
as the Chief Business Officer of RR Media Ltd. (Nasdaq: RRM). Prior to serving at RR Media Ltd., Mr. Ravkaie served as the
President of the Mobile Financial Services Division in Amdocs Ltd. (Nasdaq: DOX) for two years executing an M&A and a successful
post-merger integration with a global organization offering mobile payments and mobile commerce. From 2008 through 2012, Mr. Ravkaie
served as President of the AT&T division, the largest in Amdocs., running sales, client management, strategy, projects,
programs, long-term outsourcing and managed services activities. Mr. Ravkaie joined Amdocs in 1998 and, after a brief stint in
the Israel Development Center, he relocated to the U.S., where he performed various director and vice president roles. Mr. Ravkaie
served for nine years in information systems, industrial engineering and logistics with the Israeli Air Force as a Major. Mr. Ravkaie
holds an M.B.A. from the University of Beersheba and a B.Sc. in Industrial Engineering & Management from the Technion, Haifa.
Mr
.
Eyal Harari,
CEO of RADCOM
US, joined us in November 2000 as a software R&D group manager and was appointed to his current position in November 2016. Before
joining RADCOM, Mr. Harari served in the Communication, Computers & Electronics Corps of the Israel Defense Forces, managing
large-scale software projects. Mr. Harari received a B.A. in Computer Science from the Open University of Tel Aviv, and
also holds an M.B.A. from Tel-Aviv University and an LL.M in Business Law from Bar Ilan University.
Mr. Ran Vered
, our Chief Financial
Officer, joined us in June 2016. Prior to joining RADCOM, Mr. Vered was Director of Finance for the Amdocs EMEA Division, from
2011 to 2016. Before 2011, Mr. Vered held various financial roles at Amdocs, was co-founder and CFO of an investment fund, deputy
corporate controller at Nur Macroprinters and served as an auditor for KPMG. Mr. Vered holds an M.B.A. in Finance from Tel Aviv
University and a B.A. in Business Administration and Accounting from the College of Management and is certified in Israel as a
CPA.
Mr. Hilik Itman
, our Vice President
of Research and Development joined us in June 1997 as a software engineer and was appointed to his current position in 2014. Mr.
Itman led the R70S software development and also led the MaveriQ development during the company’s transition from hardware-based
products, to software-based probe products. Mr. Itman holds a B.A. in Mathematics and Computer Science from the Open University.
Mr. Harel Givon,
our Chief Business
Officer, joined us in June 2016. Prior to joining our Company, Mr. Givon served as Head of Sales for Amdocs’ EMEA Division
and before that held several senior customer business executive roles within Amdocs. During his 13-year tenure at Amdocs, Mr. Givon
held several senior finance and corporate development roles and spent several years in Canada and The Netherlands. Mr. Givon holds
an M.B.A. in Finance from Tel Aviv University and an LL.B. from Bar Ilan University.
Mr. Rami Amit,
our Chief
Technology Officer and Head of Product, joined us in February 2017. Prior to joining RADCOM, Mr. Amit served from 2013 to 2017
as director of engineering in the Cisco NFV Business Unit, which included worldwide deployments by many tier 1 customers. Mr. Amit
was a major contributor to the vision of the evolution to virtualization in that space. Prior to his time at Cisco Mr. Amit was
Chief Technology Officer for Jungo, a leading software provider, founded Surf&Call Solutions, which was later acquired by CosmoCom
and was the first employee of the VoIP industry pioneer, VocalTec, in which he is considered as one of the early inventors of VoIP,
building the first ever VoIP gateway shown in public in the mid-1990s and leading many of the VoIP technologies used today on a
daily basis. Mr. Amit holds an electrical engineering degree from Tel Aviv University.
Ms. Keren Rubanenko,
our VP Professional
Services, joined us in April 2016. Prior to joining RADCOM, Mrs. Rubanenko was VP Operation and R&D – Surveillance Division
at NICE Systems from November 2011 to March 2015. Before 2011, Keren was Associate Vice President, Voice Domain Product Unit at
Comverse Network Systems. Mrs. Rubanenko holds a B.A. in Business Administration from the College of Management in Rishon LeZion.
Ms. Bennun is the life partner of Mr. Zohar
Zisapel. Otherwise, there are no family relationships between any of the directors or executive officers named above.
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Equity-Based
Compensation
($)*
|
|
|
All Other
Compensation
($)**
|
|
|
Total
($)
|
|
Yaron Ravkaie, CEO
|
|
2017
|
|
|
270,967
|
|
|
|
131,328
|
|
|
|
333,371
|
|
|
|
73,000
|
|
|
|
808,666
|
|
Rami Amit, CTO and Head of Product
|
|
2017
|
|
|
205,809
|
|
|
|
66,247
|
|
|
|
221,608
|
|
|
|
57,000
|
|
|
|
550,664
|
|
Heli Bennun, Executive Chairman of the Board of Directors
|
|
2017
|
|
|
83,947
|
|
|
|
75,000
|
|
|
|
279,800
|
|
|
|
24,254
|
|
|
|
463,001
|
|
Eyal Harari, CEO of RADCOM US
|
|
2017
|
|
|
250,000
|
|
|
|
116,800
|
|
|
|
11,077
|
|
|
|
57,230
|
|
|
|
435,107
|
|
Harel Givon, CBO
|
|
2017
|
|
|
178,362
|
|
|
|
90,103
|
|
|
|
81,154
|
|
|
|
81,564
|
|
|
|
431,183
|
|
|
*
|
Equity based compensation includes the cost of non-cash
share-based compensation of the Company in 2017. The grants awarded during 2017 and 2016, were for a vesting term of 3 or 4 years.
|
|
**
|
All other compensation includes social benefits and car
leasing costs.
|
The bonus paid to our CEO is based
on a formula which takes into consideration three independent measurable and non-measurable components and which was approved by
general meeting of our shareholders on August 16, 2016.
The bonus and commission payments made to
our other officers are based on the achievements of goals and objectives that are set and communicated at the beginning of each
year and which are made in accordance with our compensation policy, as approved by our shareholders from time to time and most
recently on August 16, 2016.
The aggregate direct remuneration paid to
all our directors and executive officers as a group (12 persons) for the year ended December 31, 2017 was approximately $2.6
million in salaries, bonus, commissions and directors’ fees. This amount includes approximately $354,000 that was set aside or
accrued to provide pension, retirement or similar benefits. These amounts do not include the expense of share-based compensation
as per ASC 718.
During 2017, our officers received, in the
aggregate, options to purchase 83,752 ordinary shares and 45,928 restricted share units, or RSUs, under our 2013 Share Option Plan,
or the 2013 Plan. The options have an average exercise price of $19.17 per share, a vesting schedule of four years and expire five
years from the grant date. The RSUs have a vesting schedule of four years over equal yearly installments commencing as of the date
of the grant. Further information regarding the options and RSU grants to our directors is detailed below.
As of December 31, 2017, our current
directors and officers, as a group, held options to purchase an aggregate of 358,302 ordinary shares of the Company and 132,178
RSUs. Options to purchase an aggregate of 9,000 ordinary shares of the Company were granted under our 2003 Share Option Plan, or
the 2003 Plan, and options to purchase an aggregate of 349,302 ordinary shares of the Company and 132,178 RSUs were granted under
our 2013 Plan. The directors are reimbursed for expenses and receive cash and equity compensation, which terms are detailed
below.
The cash compensation paid to our independent
directors and external directors (other than to our Executive Chairman, as of September 10, 2015), is an annual fee of NIS 21,127
(currently equivalent to approximately $6,090) and a per meeting attendance fee of NIS 1,223 (currently equivalent to approximately
$353), which amounts are subject to adjustment for changes in the Israeli CPI and changes in the amounts payable pursuant to Israeli
law from time to time.
On October 18, and October 26, 2015, our
Compensation Committee and our Board of Directors approved, and on December 30 2015, our shareholders approved, a monthly salary
of NIS 25,000 to be paid to our Executive Chairman, for the scope of the services that she provides to our company as the Executive
Chairman.
On July 10, 2016, our Compensation Committee
of our Board of Directors and Board of Directors, and on August 16, 2016, our shareholders, approved an annual grant of options,
under the 2013 Plan, to purchase a total of 6,000 options and 9,000 RSUs for each year of service to the Executive Chairman of
our Board of Directors, and 2,000 options and 3,000 RSUs for each year of service to all our other directors. The options and RSUs
will be fully vested in three years over three equal annual installments, commencing on July 1, 2016, and will expire on the earlier
of (i) five years following the date of grant or (ii) 180 days from the date of such director’s termination or resignation
from office. The exercise price per share of the options is $11.69, which is equal to the price per share of our ordinary
shares on the Nasdaq Capital Market on the applicable date of grant, which for all the directors was July 1, 2016. The exercise
price per RSU is equal to the nominal value of the shares.
On December 4, 2017, subject to further
approval at the Company’s next annual meeting of shareholders, our Compensation Committee approved a cash bonus of $25,000
to Ms. Rachel (Heli) Bennun, the Executive Chairman of our Board of Directors for her special contribution to the success of the
follow-on public offering completed in 2017. In addition, on January 29, 2018, subject to further approval at the Company’s
next annual meeting of shareholders, our Compensation Committee approved a cash bonus of $50,000 to Ms. Bennun for her extraordinary
efforts during 2017.
On June 7, 2016, our Compensation Committee
and Board of Directors, and on August 16, 2016 our shareholders approved a cash bonus of $80,000 to Ms. Rachel (Heli) Bennun, the
Executive Chairman of our Board of Directors for her special contribution to the success of the Company’s recent equity offering
and the Company’s material management restructuring process.
In addition, on December 13, 2015, our Compensation
Committee, on December 16, 2015, our Board of Directors and on August 16, 2016, our shareholders approved annual grant of options
of 15,000 options and 10,000 RSUs per each year of service out of a total of four years, to Mr. Ravkaie, in his capacity as Chief
Executive Officer. The options and RSUs will be fully vested in four years over four equal annual installments, commencing on the
date of Mr. Ravkaie’s commencement of employment. The exercise price per share of all of the options was $12.65 which is
equal to the closing price per share of the ordinary shares on the Nasdaq Capital Market at the time of the execution of Mr. Ravkaie’s
employment agreement. The exercise price per RSU was equal to the par value of the underlying shares.
Share Option Plans
On April 3, 2013, our
Board of Directors adopted the 2013 Plan following the expiration of the 2003 Plan. The 2013 Plan expires on April 2, 2023. Under
the 2013 Plan, we may grant options to purchase our ordinary shares, restricted shares and RSUs to our employees, directors, consultants
and contractors. As of March 23, 2018, we have granted 1,238,802 options under the 2013 Plan, and 360,228 RSUs. Options granted
under our option plans generally vest over a period of between one and four years, and generally expire five to seven years from
the date of grant, subject to the discretion of our Board of Directors, which has the authority to deviate from such parameters
in respect of specific grants. The share option plans are administered either by our Board of Directors or, subject to applicable
law, by our Compensation Committee, which has the discretion to make all decisions relating to the interpretation and operation
of the options plans, including determining who will receive an option award and the terms and conditions of the option awards.
On October 30, 2016, the Company’s Board of Directors resolved to increase the number of outstanding shares reserved under
the 2013 Plan, from 1,250,000 to 2,450,000.
The Company measures the compensation expense
for all share-based payments (including employee stock options) at fair value, in accordance with ASC 718. We recorded an expense
of approximately $2.2 million for share-based compensation plans during 2017. During 2017, we granted options to purchase a total
of 179,002 ordinary shares, and 105,428 RSUs, which will result in ongoing accounting charges that will significantly reduce our
net income. See Notes 2(m) and 10(c) of the Notes to the Consolidated Financial Statements for further information.
As of March 23, 2018, we have under the
2013 Plan a total of 568,552 outstanding options to purchase ordinary shares and 221,372 unvested RSUs. There are no outstanding
options under the 2003 Plan.
Pursuant to Rule 5615(a)(3) of the Nasdaq
Listing Rules, we follow our home country practice in lieu of the Nasdaq Listing Rules with respect to the approvals required for
the establishment and for material amendments to our share option plans. Consequently, we have adopted share option plans and material
amendments thereto by action of our Board of Directors, without shareholder approval. See also “Item 16G—Corporate Governance.”
Compensation
Policy
On July 10,
2016, our Compensation Committee and Board of Directors approved our compensation policy for our Executive Officers and Directors,
and our shareholders approved the compensation policy on August 16, 2016. See “Item 6.C—Directors, Senior Management
and Employees—Board Practices—Compensation Committee.”
Terms of Office
Our current Board of Directors is comprised
of Rachel (Heli) Bennun (
Executive Chairman
), Uri Har, Irit Hillel, Matty Karp and Zohar
Zisapel. Our directors are elected by the shareholders at the annual general meeting of the shareholders, except in certain
cases where directors are appointed by the Board of Directors and their appointment is later ratified at the first meeting of the
shareholders thereafter. Mr. Zisapel is currently serving a one year term which will expire on our next annual general
meeting. Ms. Bennun and Mr. Karp are currently serving three year terms which commenced on our annual general meeting which took
place in August 2016. Our external directors serve for three-year periods. The three-year term of office for our external directors,
Mr. Har and Ms. Hillel, expires in August 2019. None of our directors have service contracts with the Company relating to
their service as a director, and none of the directors will receive benefits upon termination of their position as a director.
For a description of our compensation of directors see “Item 6.B—Directors, Senior Management and Employees—Compensation.”
External Directors
We are subject to the provisions of the
Israeli Companies Law.
Under the Israeli Companies Law and the
regulations promulgated pursuant thereto, Israeli public companies, namely companies whose shares have been offered to the public
or are publicly traded, are required to appoint at least two natural persons as “external directors”.
Pursuant to the Israeli Companies Law, (1)
an external director must have either “accounting and financial expertise” or “professional qualifications”
(as such terms are defined in regulations promulgated under the Israeli Companies Law) and (2) at least one of the external directors
must have “accounting and financial expertise.” Our external directors are Mr. Uri Har and Ms. Irit Hillel. We have determined
that Ms. Hillel has the requisite “accounting and financial expertise” and that Mr. Har has the requisite “professional
qualifications.”
External directors are to be elected by
a majority vote at a shareholders meeting, provided that either:
|
●
|
a majority of the shares of non-controlling shareholders and shareholders who do not have a personal
interest in the election of the candidate (other than a personal interest that is unrelated to a relationship with the controlling
shareholders) voted at the meeting, voted in favor of the external director’s election; or
|
|
●
|
the total number of shares of non-controlling shareholders and shareholders who do not have a personal
interest in the election of the candidate (other than a personal interest that is unrelated to a relationship with the controlling
shareholders) that voted against the election of the external director, does not exceed two percent of the aggregate number of
voting rights in the company.
|
The initial term of an external director
is three years and may be extended subject to the shareholders’ approval, for up to two additional three year terms. In
certain special situations, the term may be extended beyond these periods. Each committee of a company’s board of directors
is required to include at least one external director except for the audit committee and the compensation committee, of which all
the external directors are to be members. At our 2016 annual general meeting, held on August 16, 2016, our shareholders approved
the re-election of Mr. Uri Har and Ms. Irit Hillel as our external directors, each for a fourth three-year term. Both Mr. Uri Har
and Ms. Irit Hillel qualify as external directors under the Israeli Companies Law, and both are members of the Company’s Audit
Committee and Compensation Committee.
Audit Committee
Our ordinary shares are listed on Nasdaq,
and we are subject to the Nasdaq Listing Rules applicable to listed companies. Under the current Nasdaq Listing Rules, a listed
company is required to have an audit committee consisting of at least three independent directors, all of whom are financially
literate and one of whom has accounting or related financial management expertise. Uri Har, Irit Hillel and Matty Karp qualify
as independent directors under the current Nasdaq requirements, and each is a member of the Audit Committee. Irit Hillel is our
“audit committee financial expert.” In addition, we have adopted an Audit Committee charter, which sets forth the Audit
Committee’s responsibilities.
As stated in our Audit Committee charter,
the Audit Committee assists our Board of Directors in fulfilling its responsibility for oversight of the quality and integrity
of our accounting, auditing and financial reporting practices and financial statements, and the “independence” requirements
and performance of our independent auditors. The Audit Committee also has the authority and responsibility to oversee
our independent auditors, to recommend for shareholder approval the appointment and, where appropriate, the replacement of our
independent auditors, and to pre-approve audit engagement fees and all permitted non-audit services and fees.
|
Israeli Companies Law Requirements
|
Under the Israeli Companies Law, the board
of directors of a public company is required to appoint an audit committee, which must be comprised of at least three directors
and include all of the external directors. The majority of the members of the audit committee are required to be “independent”
(as such term is defined in the Israeli Companies Law) and the chairman of the audit committee is required to be an external director.
Our independent directors are Irit Hillel, Uri Har and Matty Karp.
In addition: (1) all audit committee decisions
must be made by a majority of the committee members, of which the majority of members present are independent and external
directors, and (2) any person who is not eligible to serve on the audit committee is further restricted from participating in its
meetings and votes, unless the chairman of the audit committee determines that such person’s presence is necessary in order to
present a certain matter, provided however, that company employees who are not controlling shareholders or relatives of such shareholders
may be present in the meetings but not in the actual votes and likewise, company counsel and secretary who are not controlling
shareholders or relatives of such shareholders may be present in meetings and decisions if such presence is requested by the audit
committee.
The function of the audit committee is to
determine if there are any irregularities in the management of our business and if there are any, to recommend remedial measures.
The audit committee is also required, under the Israeli Companies Law, to approve certain related party transactions. In addition,
the responsibilities of the audit committee shall also include classifying company transactions as extraordinary transactions or
non-extraordinary transactions and as material or non-material transactions, in which an officer has an interest (which will have
the effect of determining the kind of corporate approvals required for such transaction); assessing the proper function of the
company’s internal audit regime, overseeing the activities of the internal auditor, determining whether the internal auditor has
the requisite tools and resources required to perform his role, and reviewing his work plan; and to regulate the company’s rules
on employee complaints, reviewing the scope of work of the company’s independent accountants and their fees, and implementing a
whistleblower protection plan with respect to employee complaints of business irregularities.
An audit committee of a public company may not approve a related-party
transaction under the Israeli Companies Law unless at the time of such approval, the external directors are serving as members
of the audit committee and at least one of them is present at the meeting at which such approval is granted. All related party
transactions have been approved in accordance with this requirement.
Compensation Committee
Nasdaq Requirements
Under the Nasdaq Listing Rules, a listed
company is required to have a compensation committee comprised solely of independent directors. Our Compensation Committee consists
of Uri Har (Chairman), Irit Hillel and Matty Karp, each of whom satisfies the independence requirements under the current Nasdaq
Listing Rules. The Company has adopted a Compensation Committee charter, which sets forth the responsibilities of the Compensation
Committee. The Compensation Committee is responsible for, among other things, assisting the Board of Directors in the reviewing
and approving the compensation structure and policy, including all forms of compensation relating to our directors and executive
officers.
As stated in our Compensation
Committee Charter, the purpose of the Compensation Committee is to review and approve, or, where required under the Israeli Companies
Law or appropriate at the Compensation Committee’s discretion, recommend to the Audit Committee of the Board of Directors (the
“Audit Committee”) and/or the Board of Directors for approval, the compensation policy for “office holders”
(office holder is defined in the Israeli Companies Law as a director, the chief executive officer, the chief financial officer
and any manager who is directly subordinate to the chief executive officer) of the Company, the compensation policy for executive
officers of the Company (including renewal and reassessment thereof) who are not “office holders” of the Company within
the meaning of the Israeli Companies Law, but who are defined as such according to the Nasdaq Listing Rules (as defined below),
the compensation (including exculpation, indemnification and insurance) of such office holders, and the administration of the Company’s
equity-based plans.
Israeli Companies Law Requirements
Under the Israeli Companies Law, the board
of directors of a public company must establish a compensation committee. The compensation committee must consist of at least three
directors who satisfy certain independence qualifications. Under the Israeli Companies Law, the role of the compensation committee
is to recommend to the board of directors, for ultimate shareholder approval by a special majority, a policy governing the compensation
of office holders based on specified criteria, to review modifications to the compensation policy from time to time, to review
its implementation, and to approve the actual compensation terms of office holders prior to approval by the board of directors.
The Israeli Companies Law provides that
our compensation policy must serve as the basis for the decisions concerning the financial terms of employment or engagement of
executives and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in
respect of employment or engagement. The compensation policy must be approved (or reapproved) not longer than every three years,
and relate to certain factors, including advancement of the company’s objective, business plan and its long term strategy
and creation of appropriate incentives for office holders. It must also consider, among other things, the company’s risk
management, size and nature of its operations. The compensation policy must furthermore consider the following additional factors:
|
●
|
the knowledge, skills, expertise and accomplishments of the relevant office holder;
|
|
●
|
the office holder’s roles and responsibilities and prior compensation agreements with him or her;
|
|
●
|
the relationship between the terms offered and the average compensation of the other employees of the company, including those employed through human resource companies;
|
|
●
|
the impact of disparities in salary upon work relationships in the company;
|
|
●
|
the possibility of reducing variable compensation at the discretion of the Board of Directors or the possibility of setting a limit on the exercise value of non-cash variable equity-based compensation; and
|
|
●
|
as to severance compensation, the period of service of the office holder, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contributions towards the company’s achievement of its goals and the maximization of its profits and the circumstances under which the person is leaving the company.
|
The compensation policy must also include
the following principles:
|
●
|
the link between variable compensation and long-term performance and measurable criteria;
|
|
●
|
the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;
|
|
●
|
the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;
|
|
●
|
the minimum holding or vesting period for variable, equity-based compensation; and
|
|
●
|
maximum limits for severance compensation.
|
On July 11, 2016, our Compensation Committee
and Board of Directors approved an amended compensation policy for Executive Officers and Directors, and our shareholders approved
such compensation policy on August 16, 2016.
Internal auditor
Under the Israeli Companies Law, the board
of directors of a public company must also appoint an internal auditor proposed by the audit committee. The duty of the internal
auditor is to examine, among other things, whether the company’s conduct complies with applicable law and orderly business procedure. Under
the Israeli Companies Law, the internal auditor may not be an interested party, an office holder or an affiliate, or a relative
of an interested party, an office holder or affiliate, nor may the internal auditor be the company’s independent accountant or
its representative. An interested party is defined in the Israeli Companies Law as a 5% or greater shareholder, any person
or entity that has the right to designate at least one director or the general manager of the company and any person who serves
as a director or as a general manager.
Ms. Sharon Cohen, who is a partner at Brightman
Almagor Zohar & Co., a member of Deloitte, serves as our internal auditor.
Exculpation, Indemnification and Insurance of Directors and
Officers
We have agreed to exculpate and indemnify
our office holders to the fullest extent permitted under the Israeli Companies Law. We have also purchased a directors and officers
liability insurance policy. For information regarding exculpation, indemnification and insurance of directors and officers
under applicable law and our articles of association, see “Item 10.B—Additional Information—Memorandum and Articles
of Association.”
Management Employment Agreements
We maintain written employment agreements
with all of our employees. These agreements provide, among other matters, for monthly salaries, our contributions to Managers’
Insurance and an Education Fund and severance benefits. Most of our agreements with our key employees are subject to
termination by either party upon the delivery of notice of termination as provided therein.
Nominating Committee
Our Board of Directors does not
currently have a nominating committee. However, independent directors do retain oversight over director nominations, and in accordance
with the requirements of the Nasdaq Listing Rules, our director nominees will either be selected
for or recommended to the
Board of Directors’
by a majority of the independent directors
of the
Board of Directors.
Our total headcount as of December 31, 2017
was 214, broken down geographically and by function as follows:
|
|
Research and Development
|
|
|
Sales, Marketing and Customer Support
|
|
|
Operations
|
|
|
Administration and Management
|
|
|
Total Headcount
|
|
Israel
|
|
|
84
|
|
|
|
48
|
|
|
|
3
|
|
|
|
16
|
|
|
|
151
|
|
India
|
|
|
5
|
|
|
|
19
|
|
|
|
-
|
|
|
|
1
|
|
|
|
25
|
|
United States
|
|
|
-
|
|
|
|
16
|
|
|
|
-
|
|
|
|
3
|
|
|
|
19
|
|
Brazil
|
|
|
-
|
|
|
|
7
|
|
|
|
-
|
|
|
|
2
|
|
|
|
9
|
|
Other
|
|
|
-
|
|
|
|
10
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10
|
|
Total
|
|
|
89
|
|
|
|
100
|
|
|
|
3
|
|
|
|
22
|
|
|
|
214
|
|
We consider our relations with our employees
to be good and we have never experienced a strike or work stoppage. With the exception of employees located in Brazil, none
of our employees are represented by labor unions.
For more information, see “Item 4.B—Information
on the Company—Business Overview—Employees.”
The following table sets forth certain information
regarding the beneficial ownership of our ordinary shares by our directors and officers. The percentage of outstanding ordinary
shares is based on 13,533,257 ordinary shares outstanding as of March 23, 2018. Except for Mr. Zohar Zisapel, none of our executive
officers or directors beneficially owns 1% or more of our outstanding ordinary shares.
Name
|
|
Number of Ordinary Shares Beneficially Owned(1)
|
|
|
Percentage of Outstanding Ordinary Shares Beneficially Owned(2)(3)
|
|
Zohar Zisapel
|
|
|
3,008,383
|
(4)
|
|
|
22.2
|
%
|
All directors and executive officers as a group, except Zohar Zisapel (11 persons)
|
|
|
97,000
|
(5)
|
|
|
0.7
|
%
|
(1)
|
Except as otherwise noted and subject to applicable community
property laws, each person named in the table has sole voting and investment power with respect to all ordinary shares listed as
owned by such person. Shares beneficially owned include shares that may be acquired pursuant to options to purchase
ordinary shares that are exercisable within 60 days of March 23, 2018.
|
(2)
|
In determining the percentage owned by each person or group,
ordinary shares for each person or group includes ordinary shares that may be acquired by such person or group pursuant to options
to purchase ordinary shares that are exercisable within 60 days of March 23, 2018.
|
(3)
|
The number of outstanding ordinary shares does not include 5,189
shares held by RADCOM US, a wholly owned subsidiary, and 30,843 shares that were repurchased by us.
|
(4)
|
Includes (i) 2,384,472 ordinary shares held by Mr. Zohar Zisapel, (ii) 13,625 ordinary shares held by
Klil & Michael Ltd., an Israeli company wholly owned by Mr. Zohar Zisapel, (iii) 299,416 ordinary shares held by Michael &
Klil Holdings (93) Ltd or Klil, an Israeli company, wholly owned by Mr. Zohar Zisapel, (iv) 298,870 ordinary shares held by Lomsha
Ltd. or Lomsha, an Israeli company wholly owned by Mr. Zohar Zisapel, and (v) 12,000 ordinary shares issuable upon exercise of
options, with an average exercise price per share of $14.05, expiring between the years 2020 and 2021. The options listed above
are exercisable currently or within 60 days of March 23, 2018. Mr. Zohar Zisapel’s brother, Mr. Yehuda Zisapel holds 344,809
ordinary shares. Additionally, Mr. Zohar Zisapel’s life partner and Executive Chairman of the Company’s Board of Directors,
Ms. Heli Bennun holds 32,000 exercisable options and 18,000 unvested RSUs. Mr. Zohar Zisapel disclaims beneficial ownership of
the ordinary shares held by Mr. Yehuda Zisapel and by Ms. Heli Bennun. This information is based on information provided to the
Company by Mr. Zohar Zisapel.
|
(5)
|
Each of the directors and executive officers not separately
identified in the above table beneficially owns less than 1% of our outstanding ordinary shares, including options held by each
such party, which are vested or shall become vested within 60 days of March 23, 2018 and have, therefore, not been separately
disclosed. The amount of shares is comprised of 97,000 ordinary shares issuable upon exercise of options exercisable within 60
days March 23, 2018.
|
For a description of
our share option plans for the granting of options to our employees see “Item 6.B—Directors, Senior Management and Employees—Compensation—Share
Option Plans.”
ITEM 7.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
The
following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 23, 2018,
by each person or entity known to own beneficially 5%
or more of our outstanding ordinary shares, based on information
provided to us by the shareholders or disclosed in public filings with the SEC. The voting rights of our major shareholders do
not differ from the voting rights of other holders of our ordinary shares. As of March 23, 2018, our ordinary shares had a total
of
22 holders of record, of which 9 were registered with
addresses in the United States. We believe that the number of beneficial owners of our shares is substantially greater than the
number of record holders, because a large portion of our ordinary shares is held of record in broker “street name”.
As of March 23, 2018, U.S. holders of record held approximately 62% of our outstanding ordinary shares.
Name
|
|
Number
of Ordinary
Shares
beneficially owned(1)
|
|
|
Percentage
of
Outstanding
Ordinary
Shares
beneficially owned (2)
|
|
Zohar Zisapel
|
|
|
3,008,383
|
(3)
|
|
|
22.2
|
%
|
|
|
|
|
|
|
|
|
|
Yelin Lapidot Holdings Management Ltd.
|
|
|
1,750,045
|
(4)
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
Raging Capital Management, LLC
|
|
|
1,271,758
|
(5)
|
|
|
9.4
|
%
|
|
(1)
|
Except as otherwise noted and subject to applicable community
property laws, each person named in the table has sole voting and investment power with respect to all ordinary shares listed
as owned by such person. Shares beneficially owned include shares that may be acquired pursuant to options to purchase
ordinary shares that are exercisable within 60 days of March 23, 2018.
|
|
(2)
|
The percentage of outstanding ordinary shares is based
on 13,533,257 ordinary shares outstanding as of March 23, 2018. In determining the percentage owned by each person, ordinary
shares for each person includes ordinary shares that may be acquired by such person pursuant to options to purchase ordinary shares
that are exercisable within 60 days of March 23, 2018. The number of outstanding ordinary shares does not include 5,189 ordinary
shares held by RADCOM US, a wholly owned subsidiary and 30,843 ordinary shares that were repurchased by us.
|
|
(3)
|
Includes (i) 2,384,472 ordinary shares held by Mr. Zohar Zisapel, (ii) 13,625 ordinary shares held by
Klil &Michael Ltd., (iii) 299,416 ordinary shares held by Klil, (iv) 298,870 ordinary shares held by Lomsha, (v) 12,000 ordinary
shares issuable upon exercise of options, with an average exercise price per share of $14.05, expiring between the years 2020 and
2021. The options listed above are exercisable currently or within 60 days of March 23, 2018. Mr. Zohar Zisapel’s brother,
Mr. Yehuda Zisapel holds 344,809 ordinary shares. Additionally, Mr. Zohar Zisapel’s life partner and Executive Chairman of
the Company’s Board of Directors, Ms. Heli Bennun holds 32,000 exercisable options and 18,000 unvested RSUs. Mr. Zohar
Zisapel disclaims beneficial ownership of the ordinary shares held by Mr. Yehuda Zisapel and by Ms. Heli Bennun. This information
is based on information provided to the Company by Mr. Zohar Zisapel.
|
|
(4)
|
The information with respect
to the holdings of Yelin Lapidot Holdings Management, Ltd. is based on a Schedule 13G/A filed with the SEC by Dov Yelin, Yair
Lapidot, Yelin Lapidot Holdings Management Ltd. Yelin Lapidot Mutual Funds Management Ltd. and Yelin Lapidot Provident Funds Management
Ltd. on January 31, 2018 and reflects the holdings of such persons as of December 31, 2017.
|
|
(5)
|
The information with respect
to the holdings of Raging Capital Management, LLC is based on a Schedule 13G filed with the SEC by Raging Capital Management,
LLC and William C. Martin on February 14, 2018 and reflects the holdings of such persons as of December 31, 2017.
|
|
B.
|
RELATED PARTY TRANSACTIONS
|
The Amdocs/AT&T engagements
In 2015, we entered into a number of material
contracts with subsidiaries of Amdocs Ltd., a company with limited liability under the laws of the Island of Guernsey, or Amdocs. Mr.
Zohar Zisapel, the Company’s controlling shareholder and director, also serves as a director of Amdocs.
On March 23, 2015, RADCOM US, entered into
a Master Subcontractor Agreement, or MSA, with Amdocs, Inc., a Delaware corporation and a significant subsidiary of Amdocs, or
Amdocs US, which MSA was subsequently assigned to us by RADCOM US. At the time the MSA was entered into, there were no business
commitments pursuant to such agreement.
On December 30, 2015, we entered into a
multi-year supplemental agreement, or the Supplemental Agreement, and together with the MSA, the Subcontractor Agreement with Amdocs
Software Systems Limited, a company formed under the laws of Ireland and a significant subsidiary of Amdocs Software.
On December 30, 2015, we entered into a
value added reseller agreement with Amdocs Software, or the VAR Agreement, as amended by the addendum to the VAR Agreement, dated
December 30, 2015, or the Addendum. Pursuant to the VAR Agreement and the Addendum, Amdocs Software is authorized to resell
our products to various end user customers as may be agreed upon from time to time by the parties.
On December 28, 2015, we entered into an
End User License Agreement with AT&T, pursuant to which we granted a license to use our software. As per the Supplemental Agreement,
and in addition to the licenses to our MaveriQ solutions which we granted under the End User License Agreement and in connection
with the Supplemental Agreement, we provide related services in our capacity as a subcontractor of Amdocs US in accordance with
the Subcontractor Agreement.
During year 2016 and 2017, we expanded our
above engagement, including maintenance agreements.
The pricing and other terms of the abovementioned
agreements were determined based on negotiations between the applicable parties.
RAD-BYNET Group
Mr. Zohar Zisapel,
the Company’s controlling shareholder and a director, is the Chairman of the board of Ceragon Networks Ltd., RADWIN Ltd.,
RADIFLOW Ltd., ARGUS Cyber Security Ltd. and Innoviz Ltd. and director in the following companies: Amdocs Ltd., Nuance Ltd., RAD
Data Communications Ltd., RAD-Bynet Properties and Assets (1981) Ltd., Packetlight Networks Ltd., CyberInt Technologies Ltd., Armis
Security Ltd., Cylus Ltd. and several other private holdings, real estate and medical devices companies. The above list does
not constitute a complete list of Mr. Zohar Zisapel’s holdings. In some of these companies his brother, Mr. Yehuda
Zisapel is also a director.
Mr. Yehuda Zisapel
(brother of Mr. Zohar Zisapel) serves also as director in additional companies, including: RADWARE Ltd., Bynet Data Communications
Ltd., Bynet Electronics Ltd., Bynet Semech (Outsourcing) Ltd., Bynet Systems Applications Ltd., Ab-Net Communications Ltd., BYNET
Software Systems Ltd., Internet Binat Ltd., SecurityDam Ltd., Binat Business Ltd and several other private holdings, real estate
and medical devices companies. The above list does not constitute a complete list of Mr. Yehuda Zisapel’s holdings.
Some of the
above companies may be suppliers/distributors/consumers of RADCOM products or may render additional services by arm’s length
transactions or share logistical arrangements with the Company. Some of the above companies are known as the “RAD-BYNET Group.”
Ms. Rachel
(Heli) Bennun, who is the Executive Chairman of our Board of Directors, is Mr. Zohar Zisapel’s life partner.
We and other members of the RAD-BYNET Group
also market certain of our products through the same distribution channels. Certain products of members of the RAD-BYNET
Group are complementary to, and may be used in connection with, products of ours, and others of such products may be used in place
of (and thus may be deemed to be competitive with) our products.
Supplier and Service Provider Arrangements
We purchase certain products and services
from members of the RAD-BYNET group, on terms that are either beneficial to us or are no less favorable than terms that might be
available to us from unrelated third parties, based on quotes we received from unrelated third parties. In some cases,
the RAD-BYNET Group obtains volume discounts for services from unrelated parties, and we pay our pro rata cost of such services. Based
on our experience, the volume discounts provide better terms than we would be able to obtain on our own. The aggregate amounts
of such purchases were approximately $237,000 in 2017.
Each of RAD and BYNET may provide personnel
and administrative services to us and lease space to us, for which we pay on market terms and rates. The aggregate amounts of such
payments were approximately $30,000 in 2017.
Office Leases
We currently lease office premises in Tel
Aviv, Israel and in Paramus, New Jersey, from private companies controlled by Mr. Yehuda Zisapel and his wife, Ms. Nava Zisapel,
and Mr. Zohar Zisapel. When these agreements were signed, the lease payments were at fair market prices based on quotes we received
from third parties for similar space. Historically, we have had some additional flexibility to change the leased space,
which we might not have had with unrelated third parties. The aggregate amounts of lease payments were approximately
$645,000 in 2017. We also sublet approximately 1,260 square feet of the New Jersey premises to a related party and received
aggregate rental payments of approximately $11,000 in 2017.
We believe that the terms of the transactions in which we have
entered and are currently engaged with other members of the RAD-BYNET Group are beneficial to us and no less favorable to us than
terms that might be available to us from unaffiliated third parties. All future transactions and arrangements (or modifications
of existing ones) with members of the RAD-BYNET Group in which our office holders have a personal interest or which raise issues
of such office holders’ fiduciary duties will require approval by our Board of Directors and, in certain circumstances, approval
of our Audit Committee and shareholders under the Israeli Companies Law.
|
C.
|
INTERESTS OF EXPERTS AND COUNSEL
|
Not applicable.
ITEM 8.
|
FINANCIAL INFORMATION
|
|
A.
|
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
|
Our consolidated financial statements and
other financial information, which can be found at the end of this Annual Report beginning on page F-1, are incorporated herein
by reference.
Export Sales
In 2017 and 2016, the amount of our export
sales was approximately $33.5 million and $28.9 million respectively, which represented 90% and 98% of our total sales.
Legal Proceedings
We are currently not, and have not been
in the recent past, a party to any legal proceedings which may have or have had in the recent past material effects on our financial
position or profitability. However, we have been in the past, and may be from time to time in the future, named as a defendant
in certain routine litigation incidental to our business.
Dividend Policy
We have never declared or paid any cash
dividends on our ordinary shares. We currently intend to retain any future earnings to finance operations and to expand
our business and, therefore, do not expect to pay any cash dividends in the foreseeable future.
Except as otherwise
disclosed below and/or in this Annual Report, there has been no significant change affecting our financial statements since December 31,
2017.
ITEM 9.
|
THE OFFER AND LISTING
|
|
A.
|
OFFER AND LISTING DETAILS
|
Nasdaq Capital Market
The following table sets forth the high
and low market prices of our ordinary shares as reported on Nasdaq for the periods indicated.
|
|
High
|
|
|
Low
|
|
Annual
|
|
|
|
|
|
|
2017
|
|
$
|
22.05
|
|
|
$
|
17.00
|
|
2016
|
|
$
|
21.89
|
|
|
$
|
11.29
|
|
2015
|
|
$
|
14.93
|
|
|
$
|
9.59
|
|
2014
|
|
$
|
13.23
|
|
|
$
|
4.65
|
|
2013
|
|
$
|
7.35
|
|
|
$
|
2.21
|
|
|
|
|
|
|
|
|
|
|
Quarterly
2018
|
|
|
|
|
|
|
|
|
First Quarter (Through March 23, 2018)
|
|
$
|
20.25
|
|
|
$
|
17.45
|
|
|
|
|
|
|
|
|
|
|
Quarterly
2017
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
22.00
|
|
|
$
|
19.45
|
|
Third Quarter
|
|
$
|
22.05
|
|
|
$
|
18.25
|
|
Second Quarter
|
|
$
|
21.40
|
|
|
$
|
17.65
|
|
First Quarter
|
|
$
|
22.05
|
|
|
$
|
17.00
|
|
|
|
|
|
|
|
|
|
|
Quarterly
2016
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
21.89
|
|
|
$
|
17.65
|
|
Third Quarter
|
|
$
|
20.49
|
|
|
$
|
11.69
|
|
Second Quarter
|
|
$
|
14.35
|
|
|
$
|
11.29
|
|
First Quarter
|
|
$
|
16.63
|
|
|
$
|
11.72
|
|
|
|
|
|
|
|
|
|
|
Most recent six months
|
|
|
|
|
|
|
|
|
March 2018 (Through March 23, 2018)
|
|
$
|
20.00
|
|
|
$
|
18.45
|
|
February 2018
|
|
$
|
20.25
|
|
|
$
|
17.45
|
|
January 2018
|
|
$
|
20.00
|
|
|
$
|
18.00
|
|
December 2017
|
|
$
|
20.70
|
|
|
$
|
19.55
|
|
November 2017
|
|
$
|
20.75
|
|
|
$
|
19.50
|
|
October 2017
|
|
$
|
22.00
|
|
|
$
|
19.45
|
|
September 2017
|
|
$
|
21.55
|
|
|
$
|
19.35
|
|
On March 23, 2018,
the closing price of our ordinary shares on the Nasdaq was $18.45 per share.
Not applicable.
From the date of our initial public offering
on September 24, 1997 until September 30, 2007 our ordinary shares were traded on the Nasdaq Global Market under the symbol
“RDCM”, and since October 1, 2007 our shares have been traded on the Nasdaq Capital Market.
Not applicable.
Not applicable.
Not applicable.
ITEM 10.
|
ADDITIONAL INFORMATION
|
Not applicable.
|
B.
|
MEMORANDUM AND ARTICLES OF ASSOCIATION
|
Our memorandum of association was last amended
on December 30, 2015, and our articles of association were last amended on August 16, 2016. The following is a summary description
of certain provisions of our memorandum of association and articles of association, in each case as is currently in effect, and
certain relevant provisions of the Israeli Companies Law (as currently in effect) which apply to us. This description is only a
summary and does not purport to be complete and is qualified by reference to the full text of the memorandum and articles, which
are incorporated by reference and/or filed as exhibits to this Annual Report, and to the Israeli Companies Law.
Objectives and Purposes
We were first registered by the Israeli
Registrar of Companies on July 5, 1985, as a private company under the name Big Blue Catalogue Ltd. and changed our name to
RADCOM Ltd. in 1989. We later became a public company, registered by the Israeli Registrar of Companies on October 1, 1997
with the company number 52-004345-6.
The
full details of all of our objectives and purposes can be found in Section 2 of our memorandum of association, as filed with the
Israeli Registrar of Companies and amended from time to time by resolutions of our shareholders. One of our objectives is
to manufacture, market and deal – in all ways – with computer equipment, including communications equipment and all
other equipment related in any way to such equipment. Some additional objectives of our listing include: having
business relationships with representatives and agents; engaging in research and development; acquiring intellectual property;
engaging in business actions with other business owners; lending money when we deem it proper to do so; dealing in any form of
business (e.g., import, export, marketing, etc.); and many other general business activities, whether in Israel or in any other
country.
Directors
According to our articles of association,
our Board of Directors is to consist of not less than three and not more than nine directors, the exact number to be determined
from time to time by resolutions of our shareholders. On December 9, 2009, at our annual general meeting, our shareholders
determined that the number of directors on our Board of Directors would be five. The three-year term of office for our external
directors, Mr. Har and Ms. Hillel, expires in 2019.
Election of Directors
Directors, other than external directors,
are elected by the shareholders at the annual general meeting of the shareholders or appointed by the board of directors. In
the event that any directors are appointed by the board of directors, their appointment is required to be ratified by the shareholders
at the next shareholders’ meeting following such appointment. Our shareholders may remove a director from office in certain
circumstances. There is no requirement that a director own any of our capital shares. Directors may appoint alternative
directors in their place, with the exception of external directors, who may appoint an alternate director only in very limited
circumstances. See Item 6.C.
Remuneration of Directors
Directors’ remuneration is subject to our
compensation policy and to shareholder approval. Monetary compensation to external directors is mandated by Israeli regulations,
which is subject to approval by the board of directors only in certain circumstances.
Powers of the Board of Directors
Our Board of Directors may resolve to take
action at a meeting when a quorum is present, and resolutions must be passed by a vote of at least a majority of the directors
present at the meeting who are entitled to participate in the meeting. A quorum of directors requires at least a majority
of the directors then in office who are lawfully entitled to participate in the meeting, but shall not be less than two
Our Board of Directors may elect one director
to serve as Chairman of the Board to preside at the meetings of our Board of Directors and may also remove such director.
Our Board of Directors retains all power
in running the Company that is not specifically granted to the shareholders. Our Board of Directors may, at its discretion,
cause us to borrow or secure the payment of any sum or sums of money for our purposes at such times and upon such terms and conditions
in all respects as it deems fit, and, in particular, through the issuance of bonds, perpetual or redeemable debentures, debenture
stock, or any mortgages, charges, or other securities on the undertaking or the whole or any part of our property, both present
and future, including our uncalled or called but unpaid capital for the time being.
Subject to the provisions of the Israeli
Companies Law, the Company may enter into any contract or otherwise transact any business with any director in which contract or
business such director has a personal interest, directly or indirectly; and may enter into any contract of otherwise transact any
business with any third party in which contract or business a director has a personal interest, directly or indirectly.
No person shall be disqualified to serve
as a director by reason of his not holding shares in the Company.
Dividends
Our Board of Directors may declare dividends
as it deems justified. Dividends may be paid in assets or shares of capital stock, debentures or debenture stock of
us or of other companies. Our Board of Directors may decide to distribute our profits among the shareholders. Dividends
that remain unclaimed after seven years will be forfeited and returned to us. Unless there are shareholders with special
dividend rights, any dividend declared will be distributed among the shareholders in proportion to their respective holdings of
our shares for which the dividend is being declared.
Neither our memorandum of association or
our articles of association nor the laws of the State of Israel restrict in any way, the ownership or voting of ordinary shares
by non-residents of Israel, except with regard to subjects of countries which are in a state of war with Israel who may not be
recognized as owners of ordinary shares. If we are wound up, then aside from any special rights of shareholders our remaining
assets will be distributed among the shareholders in proportion to their respective holdings.
Our articles of association allow us to
create redeemable shares, although at the present time we do not have any such redeemable shares.
External Directors
See “Item 6.C—Directors,
Senior Management and Employees—Board Practices—External Directors.”
Fiduciary Duties of Office Holders
The Israeli Companies Law imposes
a duty of care and a duty of loyalty on all office holders of a company.
The duty of care requires an office holder
to act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances. The
duty of care of an office holder includes a duty to utilize reasonable means to obtain:
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information regarding the advisability of a given action submitted for his or her approval or performed by him or her by virtue of his position; and
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all other important information pertaining to such actions.
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The duty of loyalty of an office holder includes a duty to:
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refrain from any conflict of interest between the performance of his or her duties for the company and the performance of his or her other duties or personal affairs;
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refrain from any activity that is competitive with the company;
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refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself, or for others; and
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disclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his or her position as an office holder.
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Each person listed in the table above under
“Item 6.A—Directors, Senior Management and Employees—Directors and Senior Management” above is an office
holder. Under the Israeli Companies Law, all arrangements as to compensation of office holders who are not directors,
or controlling parties, require approval of the compensation committee to the extent that it complies with the statutory requirements
which apply to the compensation committee, and the Board of Directors. Arrangements regarding the terms of employment and compensation
of directors also require approval by the compensation committee, the Board of Directors and the shareholders.
Approval of Officeholder Compensation
The Israeli Companies Law imposes
approval requirements for the compensation of office holders. Every Israeli public company must adopt a compensation policy, recommended
by the compensation committee, and approved by the board of directors and the shareholders, in that order. The shareholder approval
requires a majority of the votes cast by shareholders, excluding any controlling shareholder and those who have a personal interest
in the matter (similar to the threshold described below under ” – Duties of Shareholders”). In general, all office
holders’ terms of compensation – including fixed remuneration, bonuses, equity compensation, retirement or termination payments,
indemnification, liability insurance and the grant of an exemption from liability – must comply with the company’s compensation
policy. In addition, any arrangement between a company and one of the company’s office holders must be approved by the company’s
compensation committee and the board of directors. The approval of the company’s shareholders is required with respect to the compensation
of a company’s directors (including a director that also serves as an executive officer) and the chief executive officer.
Additionally, a special majority of the
shareholders is required for the approval of the compensation of the chief executive officer, and in the event that the compensation
to an office holder is not consistent with the company’s compensation policy.
Conflict of Interest
The Israeli Companies Law requires that
an office holder of a company disclose to the company, promptly and in any event no later than the board of directors meeting in
which the transaction is first discussed, any personal interest that he or she may have and all related material information known
to him or her in connection with any existing or proposed transaction by the company. A personal interest of an office holder
includes an interest of a company in which the office holder is a 5% or greater shareholder, director or general manager or in
which the office holder has the right to appoint at least one director or the general manager.
Extraordinary Transactions
In addition, if the transaction is an extraordinary
transaction as defined under Israeli law, the office holder must also disclose any personal interest held by the office holder’s
spouse, siblings, parents, grandparents, descendants, spouse’s descendants, as well as the siblings and parents of the office holder’s
spouse and the spouses of any of the foregoing. Under Israeli law, an extraordinary transaction is a transaction which is:
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not in the ordinary course of business;
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not on market terms; or
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is likely to have a material impact of the Company’s profitability, assets or liabilities.
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Under the Israeli Companies Law, the board
of directors may approve a transaction between the company and an office holder or a third party in which an office holder has
a personal interest, but only if the transaction is in the best interests of the company. If the transaction is an extraordinary
transaction, the transaction requires the approval of the audit committee and the board of directors, in that order. In
certain circumstances, shareholder approval may also be required. An office holder who has a personal interest in a matter
that is considered at a meeting of the board of directors or the audit committee may not be present at the deliberations or vote
on this matter, however, with respect to an office holder, he/she may be present at the meeting discussions if the chairman determines
that the office holder has to present the matter or a majority of the members of the board of directors or the audit committee,
as the case may be, also have a personal interest. If a majority of the members of the board of directors or the audit committee,
as the case may be, also have a personal interest, shareholder approval is also required.
Amending the Rights of Shareholders
Pursuant to the Israeli Companies Law and
the Company’s articles of association, the Company may change the rights of owners of shares of a class of capital stock only with
the approval of a majority of the holders of such class of stock present and voting at a separate general meeting called for such
class of stock. An enlargement of a class of stock is not considered changing the rights of such class of stock.
Shareholder Meetings
The Company has two types of general shareholder
meetings: the annual general meeting and the extraordinary general meeting. An annual general meeting must
be held once in every calendar year, but not more than 15 months after the last annual general meeting. We are required
to give notice of general meetings (annual or extraordinary) no less than seven days before the general meetings. We
may provide notice of our general meetings by publishing such notice, either (1) on our website and/or (2) in one international
wire service and/or (3) in any other common form of electronic dissemination. A quorum in a general meeting consists of two or
more holders of ordinary shares (present in person or by proxy), who together hold at least one-third (1/3) of the voting power
of the company. If there is no quorum within an hour of the time set, the meeting is postponed until the following week
(or any other time upon which the Chairman of the Board and the majority of the voting power represented at the meeting agree). Every
ordinary share has one vote. A shareholder may only vote the shares for which all calls have been paid, except in separate
general meetings of a particular class. A shareholder may vote in person or by proxy, or, if the shareholder is a corporate
body, by its representative. We are exempted by the Nasdaq Listing Rules from the requirement to distribute our annual report to
our shareholders, but we have undertaken to post a copy of it on our website, www.radcom.com, after filing it with the SEC. See
also “Item 16G—Corporate Governance.”
Duties of Shareholders; Extraordinary
Transactions with Controlling Shareholders
Under the Israeli Companies Law, the disclosure
requirements that apply to an office holder also apply to a controlling shareholder of a public company. A controlling shareholder
is a shareholder who has the ability to direct the activities of a company, including a shareholder that holds 25% or more of the
voting power of a company if no other shareholder owns more than 50% of the voting power of the company, but excluding a shareholder
whose power derives solely from his or her position as a director of the company or any other position with the company. Extraordinary
transactions of a public company with a controlling shareholder or with a third party in which a controlling shareholder has a
personal interest, and the terms of engagement of a controlling shareholder as an office holder or employee, require the approval
of the audit committee, the board of directors and the shareholders of the company, in such order. The shareholder approval
must be by a majority vote, provided that either:
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a majority of the shares of shareholders who have no personal interest in the transaction and are present and voting, in person, by proxy or by written ballot, at the meeting, vote in favor of the transaction; or
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the shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of the voting power of the company.
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It is the responsibility of the audit committee
to determine whether or not a transaction is extraordinary. In addition, the audit committee must also establish: (i) procedures
for the consideration of any transaction with a controlling shareholder, even if it is not extraordinary, such as a competitive
process with third parties or negotiation by independent directors; and (ii) approval requirements for controlling shareholder
transactions that are not material.
Agreements and extraordinary transactions
with a duration exceeding three years are subject to re-approval once every three years by the audit committee (or compensation
committee, in certain circumstances under applicable law), board of directors and the shareholders of the company. Extraordinary
transactions may be approved in advance for a period exceeding three years if the audit committee determines such approval is reasonable
under the circumstances.
For information concerning the direct and
indirect personal interests of certain of our office holders and principal shareholders in certain transactions with us, see “Item
7—Major Shareholders and Related Party Transactions.”
In addition, under the Israeli Companies
Law each shareholder has a duty to act in good faith in exercising his or her rights and fulfilling his or her obligations toward
the company and other shareholders and to refrain from abusing any power he or she has in the company, such as in shareholder votes. In
addition, certain shareholders have a duty of fairness toward the company, although such duty is not defined in the Israeli Companies
Law. These shareholders include any controlling shareholder, any shareholder who knows that he or she possesses the power to determine
the outcome of a shareholder vote and any shareholder who, pursuant to the provisions of the articles of association, has the power
to appoint or to prevent the appointment of an office holder or any other power in regard to the company.
Exculpation of Office Holders
Under the Israeli Companies Law, an Israeli
company may not exculpate an office holder from liability with respect to a breach of his duty of loyalty nevertheless may exculpate
in advance an office holder from his liability to the company, in whole or in part, with respect to a breach of his duty of care
(except in connection with distributions), provided that the articles of association of the company permit it to do so. Our
articles of association allow us, subject to the provisions of the Israeli Companies Law, to prospectively exculpate an office
holder from all or some of the office holder’s responsibility for damage resulting from the office holder’s breach of the office
holder’s duty of care to the Company.
Insurance of Office Holders
Our articles of association further provide
that, subject to the provisions of the Israeli Companies Law, we may enter into a contract for the insurance of the liability of
any of our office holders with respect to an act performed by such individual in his or her capacity as an office holder, in respect
of each of the following:
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a breach of an office holder’s duty of care to us or to another person;
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a breach of an office holder’s duty of loyalty to us, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice our interests;
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a financial obligation imposed on him in favor of another person; and
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of administrative enforcement proceedings instituted against him. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the office holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, 5728-1968, as amended (the “Israeli Securities Law”) and expenses that the office holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Israeli Securities Law, including reasonable legal expenses, which term includes attorneys’ fees.
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Indemnification of Office Holders
Our articles of association also provide
that we may indemnify an office holder in respect of an obligation or expense imposed on the office holder in respect of an act
performed in his or her capacity as an office holder, as follows:
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a financial obligation imposed on him in favor of another person by a court judgment, including a compromise judgment or an arbitrator’s award approved by court;
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reasonable litigation expenses, including attorneys’ fees, expended by the office holder as a result of an investigation or proceeding instituted against him by a competent authority, provided that such investigation or proceeding was concluded without the filing of an indictment against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with the imposition of a financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent; or in connection with an administrative enforcement proceeding or a financial sanction. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the office holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, and expenses that the office holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Israeli Securities Law, including reasonable legal expenses, which term includes attorney fees; and
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reasonable litigation expenses, including attorneys’ fees, expended by an office holder or charged to the office holder by a court, in a proceeding instituted against the office holder by the Company or on its behalf or by another person, or in a criminal charge from which the office holder was acquitted, or in a criminal proceeding in which the office holder was convicted of an offense that does not require proof of criminal intent.
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Our articles of association also
include provisions allowing us to undertake to indemnify an office holder as aforesaid:
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in advance, provided that in respect of bullet number 1 above, the undertaking is restricted to events which our Board of Directors deems to be foreseeable in light of our actual operations at the time of the undertaking and limited to an amount or criteria determined by our Board of Directors to be reasonable under the circumstances, and further provided that such events and amounts or criteria are set forth in the undertaking to indemnify; and
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retroactively.
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Limitations on Exculpation, Indemnification and Insurance
The Israeli Companies Law provides that
a company may not exempt or indemnify an office holder, or enter into an insurance contract, which would provide coverage for any
monetary liability incurred as a result of any of the following:
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a breach by the office holder of his duty of loyalty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
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a breach by the office holder of his duty of care if the breach was done intentionally or recklessly (other than if solely done in negligence);
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any act or omission done with the intent to derive an illegal personal benefit
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a fine, civil fine or ransom levied on an office holder, or a financial sanction imposed upon an office holder under Israeli Law.
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Required Approvals
In addition, under the Israeli Companies
Law, any exculpation of, indemnification of, or procurement of insurance coverage for, the Company’s office holders must be approved
by the Company’s compensation committee and the Company’s board of directors and, if the beneficiary is a director or the chief
executive officer, by the Company’s shareholders. The Company’s audit committee, board of directors and shareholders resolved to
indemnify and exculpate the Company’s office holders by providing them with indemnification agreements, and approving the purchase
of a directors and officers liability insurance policy. We currently maintain directors’ and officers’ liability insurance
policy limited to $40 million, at an annual premium of approximately $132,500.
Anti-Takeover Provisions; Mergers and
Acquisitions
The Israeli Companies Law prohibits the
purchase of our shares if the purchaser’s holding following such purchase increases above certain percentages without conducting
a tender offer or obtaining shareholder approval. See “Item 3.D-Risk Factors - Risks Related to Our Location in Israel - Provisions
of Israeli law may delay, prevent or make difficult a merger or acquisition of us, which could prevent a change of control and
depress the market price of our shares” above.
Delivery of Financial Statements
Our articles of association provide that
we will only mail out copies of our annual financial statements to those shareholders that submit a written request for such statements. In
accordance with applicable law, our annual financial statements are filed with the SEC and are available at the SEC’s website,
www.sec.gov, and on our website, www.radcom.com.
For the agreements
with Amdocs, see “Item 7.B- Related Party Transactions.”
There are currently no Israeli currency
control restrictions on payments of dividends or other distributions with respect to our ordinary shares or the proceeds from the
sale of our ordinary shares, except for the obligation upon Israeli residents to file reports with the Bank of Israel regarding
certain transactions. However, legislation remains in effect pursuant to which currency controls can be imposed by administrative
action at any time and from time to time.
Israeli Tax Considerations
The following is a summary of the current
tax structure applicable to companies incorporated in Israel, with special reference to its effect on us. The following also
contains a discussion of the material Israeli consequences to purchasers of our ordinary shares and Israeli government programs
that benefit us.
This summary does not discuss all the aspects
of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to
some types of investors subject to special treatment under Israeli law. To the extent that the discussion is based on new tax legislation
which has not been subject to judicial or administrative interpretation, we cannot assure you that the views expressed in the discussion
will be accepted by the appropriate tax authorities or the courts. The discussion is not intended, and should not be construed,
as legal or professional tax advice and is not exhaustive of all possible tax considerations.
Holders of our ordinary shares should consult
their own tax advisors as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of
ordinary shares, including, in particular, the effect of any foreign state or local taxes.
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General Corporate Tax Structure
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Taxable income of the Company is
subject to the following Israeli corporate tax rates: 2015 - 26.5%, 2016 – 25%, 2017 - 24% and 2018 – 23%.
In December 2016, the Israeli Parliament
approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years),
2016 which reduces the corporate income tax rate from 25% to 24% effective January 1, 2017 and to 23% effective January 1, 2018.
Tax benefits under the Law for the
Encouragement of Capital Investments, 1959 ,or the Encouragement of Capital Investments Law:
In August 2013, the Israeli Parliament
enacted the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014), 2013
which includes Amendment 71 thereto, or Amendment 71. Per Amendment 71, the tax rate on preferred income from a preferred enterprise
in 2014-2016 will be 9% in certain areas in Israel designated as Development Area A and 16% in other areas. In 2017, the tax rate
for Development Area A was reduced to 7.5%.
We may claim the tax benefits offered
by Amendment 71 in our tax returns, provided that our facilities meet the criteria for tax benefits set out by the amendment. We
are also entitled to approach the Israeli Tax Authorities for a pre-ruling regarding their eligibility for benefits under Amendment
71 (and in some cases are required to apply for such approval).
In
December 2016, the Israeli Parliament enacted the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy
for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 thereto, or Amendment 73. Amendment 73, which came into
effect in January 2017, prescribes special tax tracks for Preferred Technological Enterprises, granting such enterprises a tax
rate of 7.5% in Development Area A and 12% in other areas, and granting a tax rate of 6% for enterprises that qualify as a Special
Preferred Technological Enterprise.
Under
Amendment 73, any dividends distributed to “foreign companies”, as defined in the Economic Efficiency Law, by companies
having over 90% foreign (
i.e.,
non-Israeli) ownership, deriving from income from the Preferred Technological Enterprises
will be subject to tax at a rate of 4% .
In
order to be eligible for the reduced tax rate, a company must meet certain criteria as set forth in Amendment 73 including that
R&D expenses and employee level remain at a certain rate.
We have yet to claim the tax benefits offered under Amendment 73
and accordingly such reduced taxes were not considered in the computation of the deferred taxes and valuation allowance as of
December 31, 2017.
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Capital Gains Tax on Sales of Our Ordinary Shares
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Generally, as to Israeli residents,
the Israeli tax law imposes a capital gains tax on the gain from the sale of any capital assets by Israeli residents, whether such
gain was sourced in Israel or abroad. As to non-Israeli residents, the Israeli tax law generally imposes a capital gains tax on
the sale of assets, including shares, by non-Israeli residents, if those assets are either (a) located in Israel; (b) located outside
of Israel and are a direct or indirect right to an asset or inventory located in Israel; (c) are shares or rights to shares in
an Israeli resident corporation; or (d) are rights in a foreign resident corporation (non-Israeli corporation) that holds, directly
or indirectly, assets located in Israel, unless a specific exemption is available or unless a tax treaty between Israel and the
shareholder’s country of residence provides otherwise. Under the Israeli Income Tax Ordinance [New Version], 1961, there is a distinction
between a real gain and inflationary surplus. The inflationary surplus is equal to the increase in the purchase price of the relevant
asset attributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange
rate, between the date of purchase and the date of sale. The real gain is the excess of the total capital gain over the inflationary
surplus.
The income tax rate applicable to
real gain derived by an Israeli individual from the sale of shares which had been purchased after January 1, 2012, whether listed
on a stock exchange or not, is 25%. However, if such shareholder is considered a “Substantial Shareholder” (a person
who holds 10% or more of the company’s issued share capital or of voting rights in it) at the time of sale or at any time during
the preceding 12-month period, such gain will be taxed at the rate of 30%. As of January 1, 2016, an additional tax at a rate of
2% will be imposed on high earners whose annual income or gains exceed NIS 803,520. As of January 1, 2017, an additional income
tax at a rate of 3% will be imposed on high earners whose annual taxable income or gain exceeds NIS 640,000. As of January 1, 2018,
an additional income tax at a rate of 3% will be imposed on high earners whose annual taxable income or gain exceeds NIS 641,880.
Moreover, capital gains derived by a shareholder
who is a dealer or trader in securities, or to whom such income is otherwise taxable as ordinary business income, are taxed in
Israel at ordinary income rates (for fiscal year 2016, 2017 and 2018, up to 50% for individuals and for Israeli resident corporations,
the corporate tax rate is 25%, 24% and 23%, respectively).
Non-Israeli resident shareholders are generally
exempt from Israeli capital gains tax on any gains derived from the sale, exchange or disposition of our ordinary shares purchased
after January 1, 2009, provided that such gains were not derived from a permanent establishment or business activity of such shareholders
in Israel. However, non-Israeli corporations shareholders will not be entitled to the foregoing exemptions if an Israeli resident
(i) has a controlling interest of more than 25% in such non-Israeli corporation or (ii) is the beneficiary of or is entitled to
25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.
Regardless of whether shareholders may be
liable for Israeli income tax on the sale of our ordinary shares, the payment of the consideration may be subject to withholding
of Israeli tax at the source. Accordingly, shareholders may be required to demonstrate that they are exempt from tax on their capital
gains in order to avoid withholding at source at the time of sale.
U.S.-Israel Tax Treaty
Pursuant to the Convention between the Government
of the United States of America and the Government of Israel with Respect to Taxes on Income, as amended (the “U.S. - Israel
Tax Treaty”), the sale, exchange or disposition of ordinary shares by a person who (i) holds the ordinary shares as a
capital asset, (ii) qualifies as a resident of the United States within the meaning of the U.S.-Israel Tax Treaty and (iii) is
entitled to claim the benefits afforded to such resident by the U.S.-Israel Tax Treaty, generally will not be subject to Israeli
capital gains tax unless either (a) such resident holds, directly or indirectly, shares representing 10% or more of the voting
power of a company during any part of the 12-month period preceding such sale, exchange or disposition, subject to certain conditions,
or (b) the capital gains from such sale, exchange or disposition can be allocated to a permanent establishment in Israel. In
the event that the exemption shall not be available, the sale, exchange or disposition of ordinary shares would be subject to such
Israeli capital gains tax to the extent applicable; however, under the U.S.-Israel Tax Treaty, such residents may be permitted
to claim a credit for such taxes against U.S. federal income tax imposed with respect to such sale, exchange or disposition, subject
to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Tax Treaty does not relate to state
or local taxes.
In some instances where our shareholders
may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding
of Israeli tax at source. However, where a shareholder is exempt from Israeli taxation as described in the “Item 10.E—Additional
Information—Taxation—Capital Gains Tax on Sales of Our Ordinary Shares”, such exemption takes precedence over
the U.S.-Israel Tax Treaty.
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Taxation of Non-Residents on Dividends
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Non-Israeli residents are generally
subject to Israeli withholding income tax on the receipt of dividends paid on our Shares at the rate of 25% (or 30% for individuals,
if such individual is a Substantial Shareholder at the time receiving the dividend or on any date in the 12 months preceding such
date), which tax will be withheld at source, unless a tax certificate is obtained from the Israeli Tax Authority authorizing withholding-exempt
remittances or a reduced rate of tax pursuant to an applicable tax treaty.
A non-Israeli resident who receives dividends
from which tax was withheld is generally exempt from the duty to file tax returns in Israel in respect of such income.
For example, under the U.S.-Israel Tax Treaty,
Israeli withholding tax on dividends paid to a U.S. resident for treaty purposes may not, in general, exceed 25%, or 15% in the
case of dividends paid out of the profits of an Approved Enterprise, subject to certain conditions. Where the recipient is a U.S.
corporation owning 10% or more of the outstanding shares of the voting stock of the paying corporation during the part of the paying
corporation’s taxable year, which precedes the date of payment of the dividend and during the whole of its prior taxable
year (if any) and not more than 25% of the gross income of the paying corporation for such prior taxable year (if any) consists
certain interest or dividends, the Israeli tax withheld may not exceed 12.5%, subject to certain conditions.
Israeli Transfer Pricing Regulations
Section
85A and the regulations thereunder contain elaborate transfer pricing provisions which include the arm’s-length principle,
that apply to any international transaction in which there is a special relationship between the parties to the transaction and
for which a price was settled on for property, a right, a service, or credit.
According to the arm’s length,
such international transaction shall be reported in accordance with the market price and conditions and tax shall be due accordingly.
The assessment of whether a transaction falls under the aforementioned definition shall be implemented in accordance with one of
the procedures mentioned in the regulations and is based, among others, on comparisons of characteristics which portray similar
transactions in ordinary market conditions, such as the field of activity, the type of the asset or service, the contractual conditions
of the international transaction, the risks taken by each party and according to additional terms and conditions specified in the
regulations.
United States Federal Corporate Income Tax Considerations
RADCOM US is taxed under United States federal
and state tax rules. Income tax is calculated at a federal tax rate of 35% rate.
On December 22, 2017, the Tax Cuts and Jobs
Act of 2017, or TCJA, was signed into law making significant changes to U.S. income tax law, including a federal corporate tax
rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation
from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative
foreign earnings as of December 31, 2017. We have calculated our best estimate of the impact of the TCJA in the computation of
the deferred taxes and valuation allowance as of December 31, 2017.
United States Federal Income Tax Considerations for U.S.
Holders
Subject to the limitations described herein,
the following discussion summarizes certain U.S. federal income tax consequences to a U.S. Holder of our ordinary shares. A
“U.S. Holder” means a holder of our ordinary shares who is:
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an individual who is
a citizen or resident of the United States for U.S. federal income tax purposes;
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a corporation (or other
entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws
of the United States or any political subdivision thereof or the District of Columbia;
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an estate, the income
of which is subject to U.S. federal income tax regardless of its source; or
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a trust (i) if, in general,
a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons
have the authority to control all of its substantial decisions, or (ii) that has in effect a valid election under applicable U.S.
Treasury Regulations to be treated as a U.S. person.
|
Unless otherwise specifically indicated,
this discussion does not consider the U.S. tax consequences to a person that is not a U.S. Holder, or a Non-U.S. Holder. This discussion
considers only U.S. Holders that will own our ordinary shares as capital assets (generally, for investment) and does not purport
to be a comprehensive description of all of the tax considerations that may be relevant to each U.S. Holder’s decision to purchase
our ordinary shares.
This discussion is based on current provisions
of the Internal Revenue Code of 1986, as amended, or the Code, current and proposed Treasury Regulations promulgated thereunder,
and administrative and judicial decisions as of the date hereof, all of which are subject to change, possibly on a retroactive
basis. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular U.S.
Holder in light of such holder’s individual circumstances. In particular, this discussion does not address the potential application
of the alternative minimum tax or U.S. federal income tax consequences to U.S. Holders that are subject to special treatment, including
U.S. Holders that:
|
●
|
are broker-dealers or
insurance companies;
|
|
●
|
have elected mark-to-market
accounting;
|
|
●
|
are tax-exempt organizations
or retirement plans;
|
|
●
|
are financial institutions;
|
|
●
|
hold our ordinary shares
as part of a straddle, “hedge” or “conversion transaction” with other investments;
|
|
●
|
acquired our ordinary
shares upon the exercise of employee stock options or otherwise as compensation;
|
|
●
|
own directly, indirectly
or by attribution at least 10% of our voting power;
|
|
●
|
have a functional currency
that is not the U.S. dollar;
|
|
●
|
are certain former citizens
or long-term residents of the United States; or
|
|
●
|
are real estate investment
trusts or regulated investment companies.
|
If a partnership (or any other entity treated
as a partnership for U.S. federal income tax purposes) holds our ordinary shares, the tax treatment of the partnership and a partner
in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner
or partnership should consult its own tax advisor as to its tax consequences.
In addition, this discussion does not address
any aspect of state, local or non-United States laws or the possible application of United States federal gift or estate tax.
Each holder of our ordinary shares is advised
to consult such person’s own tax advisor with respect to the specific tax consequences to such person of purchasing, holding or
disposing of our ordinary shares, including the applicability and effect of federal, state, local and foreign income tax and other
tax laws to such person’s particular circumstances.
Taxation of U.S. Holders of Ordinary
Shares
Taxation of Distributions Paid on Ordinary
Shares.
A U.S. Holder, other than certain U.S. Holders that are U.S. corporations, will be required to include in
gross income as ordinary dividend income the amount of any distribution paid on our ordinary shares, including any non-U.S. taxes
withheld from the amount paid, to the extent the distribution is paid out of our current or accumulated earnings and profits as
determined for U.S. federal income tax purposes. Distributions in excess of such earnings and profits will be applied against
and will reduce the U.S. Holder’s basis in our ordinary shares and, to the extent in excess of such basis, will be treated as gain
from the sale or exchange of our ordinary shares. The dividend portion of such distributions generally will not qualify
for the dividends received deduction available to corporations.
For U.S. Holders that are corporations,
the TCJA provides a 100% deduction for the foreign-source portion of dividends received from “specified 10-percent owned
foreign corporations” by U.S. corporate holders, subject to a one-year holding period. No foreign tax credit, including Israeli
withholding tax (or deduction for foreign taxes paid with respect to qualifying dividends) would be permitted for foreign taxes
paid or accrued with respect to a qualifying dividend. Deduction would be unavailable for “hybrid dividends.”
Subject to the discussion below under “Medicare
Tax” dividends that are received by U.S. Holders that are individuals, estates or trusts will be taxed at the rate applicable
to long-term capital gains (a maximum rate of 20% for taxable years beginning after December 31, 2012), provided that such dividends
meet the requirements of “qualified dividend income.” For this purpose, qualified dividend income generally
includes dividends paid by a non-U.S. corporation if certain holding period and other requirements are met and either (i) the stock
of the non-U.S. corporation with respect to which the dividends are paid is readily tradable on an established securities market
in the U.S. (e.g., Nasdaq) or (ii) the non-U.S. corporation is eligible for benefits of a comprehensive income tax treaty with
the United States, which includes an information exchange program and is determined to be satisfactory by the U.S. Secretary of
the Treasury. The IRS has determined that the U.S.-Israel income tax treaty is satisfactory for this purpose. Dividends
that fail to meet such requirements, and dividends received by corporate U.S. Holders, are taxed at ordinary income rates. No
dividend received by a U.S. Holder will be a qualified dividend (i) if the U.S. Holder held the ordinary share with respect
to which the dividend was paid for less than 61 days during the 121-day period beginning on the date that is 60 days before the
ex-dividend date with respect to such dividend, excluding for this purpose, under the rules of Code Section 246(c), any period
during which the U.S. Holder has an option to sell, is under a contractual obligation to sell, has made and not closed a short
sale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of
loss by holding other positions with respect to, such ordinary share (or substantially identical securities); or (ii) to the
extent that the U.S. Holder is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect
to positions in property substantially similar or related to the ordinary share with respect to which the dividend is paid. If
we were to be a “passive foreign investment company” (as such term is defined in the Code) for any taxable year, dividends
paid on our ordinary shares in such year or in the following taxable year would not be qualified dividends. In addition,
a non-corporate U.S. Holder will be able to take a qualified dividend into account in determining its deductible investment interest
(which is generally limited to its net investment income) only if it elects to do so; in such case the dividend will be taxed at
ordinary income rates.
Distributions
of current or accumulated earnings and profits paid in foreign currency to a U.S. Holder (including any non-U.S. taxes withheld
therefrom) will generally be includible in the income of a U.S. Holder in a U.S. dollar amount calculated by reference to the exchange
rate on the day the distribution is received. A U.S. Holder that receives a foreign currency distribution and converts
the foreign currency into U.S. dollars subsequent to receipt may have foreign exchange gain or loss based on any appreciation or
depreciation in the value of the foreign currency against the U.S. dollar, which will generally be U.S. source ordinary income
or loss.
U.S. Holders, other than certain U.S. Holders
that are corporations, may have the option of claiming the amount of any non-U.S. income taxes withheld at source either as a deduction
from gross income or as a dollar-for-dollar credit against their U.S. federal income tax liability. Individuals who
do not claim itemized deductions, but instead utilize the standard deduction, may not claim a deduction for the amount of the non-U.S.
income taxes withheld, but such amount may be claimed as a credit against the individual’s U.S. federal income tax liability. The
amount of non-U.S. income taxes which may be claimed as a credit in any taxable year is subject to complex limitations and restrictions,
which must be determined on an individual basis by each shareholder. These limitations include, among others, rules
which limit foreign tax credits allowable with respect to specific classes of income to the U.S. federal income taxes otherwise
payable with respect to each such class of income. A U.S. Holder will be denied a foreign tax credit with respect to
non-U.S. income tax withheld from a dividend received on the ordinary shares if such U.S. Holder has not held the ordinary shares
for at least 16 days of the 31-day period beginning on the date which is 15 days before the ex-dividend date with respect to such
dividend, or to the extent such U.S. Holder is under an obligation to make related payments with respect to substantially similar
or related property. Any days during which a U.S. Holder has substantially diminished its risk of loss on the ordinary
shares are not counted toward meeting the required 16
-
day holding period. Distributions of current or accumulated
earnings and profits generally will be foreign source passive income for United States foreign tax credit purposes.
Taxation of the Disposition of Ordinary
Shares.
Upon the sale, exchange or other disposition of our ordinary shares, a U.S. Holder will recognize capital
gain or loss in an amount equal to the difference between such U.S. Holder’s basis in such ordinary shares, which is usually the
cost of such shares, and the amount realized on the disposition. A U.S. Holder that uses the cash method of accounting
calculates the U.S. dollar value of the proceeds received on the sale as of the date that the sale settles, while a U.S. Holder
that uses the accrual method of accounting is required to calculate the value of the proceeds of the sale as of the “trade
date,” unless such U.S. Holder has elected to use the settlement date to determine its proceeds of sale. Subject
to the discussion below under “Medicare Tax,” capital gain from the sale, exchange or other disposition of ordinary
shares held more than one year is long-term capital gain and is eligible for a reduced rate of taxation for individuals (currently
a maximum rate of 20% for taxable years beginning after December 31, 2012). Gains recognized by a U.S. Holder on a sale,
exchange or other disposition of ordinary shares generally will be treated as United States source income for U.S. foreign tax
credit purposes. A loss recognized by a U.S. Holder on the sale, exchange or other disposition of ordinary shares generally
is allocated to U.S. source income. The deductibility of a capital loss recognized on the sale, exchange or other disposition
of ordinary shares is subject to limitations. A U.S. Holder that receives foreign currency upon disposition of ordinary
shares and converts the foreign currency into U.S. dollars subsequent to the settlement date or trade date (whichever date the
taxpayer was required to use to calculate the value of the proceeds of sale) may have foreign exchange gain or loss based on any
appreciation or depreciation in the value of the foreign currency against the U.S. dollar, which will generally be U.S. source
ordinary income or loss.
Medicare
Tax
. With respect to taxable years beginning after December 31, 2012, certain non-corporate U.S. holders will be subject to
an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which may include dividends on,
or capital gains recognized from the disposition of, our ordinary shares. U.S. Holders are urged to consult their own tax advisors
regarding the implications of the additional Medicare tax on their investment in our ordinary shares.
|
Taxation for Non-U.S. Holders of Ordinary Shares
|
Except as described in “—Information
Reporting and Backup Withholding” below, a Non-U.S. Holder of our ordinary shares will not be subject to U.S. federal income
or withholding tax on the payment of dividends on, and/or the proceeds from the disposition of, our ordinary shares, unless, in
the case of U.S. federal income taxes:
|
●
|
such item is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States and, in the case of a resident of a country which has a treaty with the United States, such item is attributable to a permanent establishment or, in the case of an individual, a fixed place of business, in the United States; or
|
|
●
|
the Non-U.S. Holder is an individual who holds the ordinary shares as a capital asset and is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.
|
|
Information Reporting and Backup Withholding
|
U.S. Holders (other than exempt recipients,
such as corporations) generally are subject to information reporting requirements with respect to dividends paid on, or proceeds
from the disposition of, our ordinary shares. U.S. Holders are also generally subject to backup withholding (currently at
a rate of 25%) on dividends paid on, or proceeds from the disposition of, our ordinary shares unless the U.S. Holder provides IRS
Form W-9 or otherwise establishes an exemption.
Non-U.S. Holders generally are not subject
to information reporting or backup withholding with respect to dividends paid on, or upon the proceeds from the disposition of,
our ordinary shares, provided that such Non-U.S. Holder provides its taxpayer identification number, certifies to its foreign status,
or otherwise establishes an exemption.
The amount of any backup withholding may
be allowed as a credit against a U.S. or Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund,
provided that certain required information is furnished to the IRS.
Certain individuals who are U.S.
Holders may be required to file a Form 8938 to report their ownership of specified foreign financial assets, which may include
our ordinary shares, if the total value of those assets exceed certain thresholds. U.S. Holders are urged to consult their tax
advisors regarding their tax reporting obligations, including the requirement to file a Form 8938.
Brazilian Tax Considerations
RADCOM Brazil is taxed under Brazilian
tax rules. Income tax is calculated based on a 34% rate.
|
F.
|
DIVIDENDS AND PAYING AGENTS
|
Not applicable.
Not applicable.
We are required to file reports and other
information with the SEC under the Exchange Act and the regulations thereunder applicable to foreign private issuers. We are subject
to the informational requirements of the Exchange Act applicable to foreign private issuers and fulfill the obligation with respect
to such requirements by filing reports with the SEC. You may read and copy any document we file with the SEC without charge
at the SEC’s public reference room, located at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may
be obtained by mail from the Public Reference Branch of the SEC at such address, at prescribed rates. Please call the SEC
at l-800-SEC-0330 for further information on the public reference room. In addition, some of our filings are available to the public
on the SEC’s website (www.sec.gov). We generally make available on our own website (www.radcom.com) our annual reports as well
as other information. However, as an Israeli publicly traded company, we do not send copies of our annual reports to our shareholders. We
will mail out copies of our annual financial statements only to those shareholders that submit a written request for such statements. See
also “Item 10.B—Additional Information—Memorandum and Articles of Association” and “Item 16G—Corporate
Governance.” Information contained on our website is not a part of this Annual Report.
Any statement contained
in this Annual Report about any of our contracts or other documents is not necessarily complete. If the contract or document is
filed as an exhibit to this Annual Report, the contract or document is deemed to modify the description contained in this Annual
Report. We urge you to review the exhibits themselves for a complete description of the contract or document.
As a foreign private
issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from reporting and “short-swing” profit recovery provisions
contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic
reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered
under the Exchange Act. A copy of each report submitted in accordance with applicable United States law is available
for public review at our principal executive offices.
|
I.
|
SUBSIDIARY INFORMATION
|
Not applicable.
ITEM 11.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
We are exposed to a variety of risks, including
changes in interest rates affecting primarily the interest received on short-term deposits and foreign currency fluctuations. We
may in the future undertake hedging or other similar transactions or invest in market, risk-sensitive instruments if our management
determines that it is necessary to offset these risks.
Interest Rate Risk
Our exposure to market risks regarding changes
in interest rates relates primarily to our cash, cash equivalents, and short-term bank deposits and to loans we may take that are
based on a floating/fixed interest rate. Our cash and cash equivalents are held mainly in U.S. dollars with financial banks and
bear annual average interest range of approximately 0.7-1.44%. Our short-term bank deposits are held in U.S. dollars with financial
banks and bear annual average interest of 2.28%. For the purposes of specific risk analysis, we use a sensitivity analysis to determine
the impact that market risk exposure may have on the financial income derived from our cash and cash equivalents. The potential
loss to us over one year that would result from a hypothetical change in our annual average range interest rates of 10% is not
material.
Foreign Currency Exchange Risk
Our financial results may be negatively
impacted by foreign currency fluctuations. Our foreign operations are generally transacted through our U.S. and Brazil subsidiaries
and through our representatives and distributors. Typically, these sales and related expenses are denominated in U.S. dollars,
BRLs or in euros for European countries, while a significant portion of our expenses are denominated in NIS. Because our financial
results are reported in U.S. dollars, our results of operations may be adversely impacted by fluctuations in the rates of exchange
between the U.S. dollar and other currencies, mainly the NIS and BRL. Based on our budget for 2018, we expect that (i) an increase
of ten percent (10%) in the exchange rate of the NIS to U.S. dollar will decrease our operating expenses expressed in dollar terms
by approximately $2 million per year and vice versa and (ii) an increase of ten percent (10%) in the exchange rate of the BRL to
U.S. dollar will decrease our operating expenses expressed in dollar terms by approximately $127,000 per year and vice versa.
See also “Item 5.A—Operating
and Financial Review and Prospects—Operating Results—Impact of Inflation and Currency Fluctuations.”
ITEM 12.
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
Not applicable.
The accompanying notes are an integral
part of the consolidated financial statements
.
RADCOM LTD. AND ITS SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
U.S. dollars in thousands, except
share and per share data
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
Trade payables
|
|
$
|
1,828
|
|
|
$
|
2,820
|
|
Employees and payroll accruals
|
|
|
4,062
|
|
|
|
3,541
|
|
Deferred revenues and advances from customers
|
|
|
2,601
|
|
|
|
2,593
|
|
Other accounts payable and accrued expenses
|
|
|
3,428
|
|
|
|
2,081
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
11,919
|
|
|
|
11,035
|
|
|
|
|
|
|
|
|
|
|
NON- CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Deferred revenues
|
|
|
21
|
|
|
|
123
|
|
Accrued severance pay
|
|
|
3,573
|
|
|
|
3,267
|
|
|
|
|
|
|
|
|
|
|
Total
non-current
liabilities
|
|
|
3,594
|
|
|
|
3,390
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
$
|
15,513
|
|
|
$
|
14,425
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
Share capital:
|
|
|
|
|
|
|
|
|
Ordinary Shares of NIS 0.20 par value:
Authorized: 20,000,000 shares at December 31, 2017 and 2016; 13,446,007 and 11,622,260 shares issued and 13,409,975 and
11,586,228 shares outstanding at December 31, 2017 and 2016, respectively
|
|
$
|
628
|
|
|
$
|
523
|
|
Additional paid-in capital
|
|
|
131,491
|
|
|
|
98,283
|
|
Accumulated other comprehensive loss
|
|
|
(2,520
|
)
|
|
|
(2,559
|
)
|
Accumulated deficit
|
|
|
(53,203
|
)
|
|
|
(56,104
|
)
|
|
|
|
|
|
|
|
|
|
Total
shareholders’
equity
|
|
|
76,396
|
|
|
|
40,143
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
and shareholders’ equity
|
|
$
|
91,909
|
|
|
$
|
54,568
|
|
The accompanying notes are an integral
part of the consolidated financial statements
.
RADCOM LTD. AND ITS SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except
share and per share data
|
|
Year ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Products and related services
|
|
$
|
7,457
|
|
|
$
|
8,642
|
|
|
$
|
15,500
|
|
Projects
|
|
|
26,179
|
|
|
|
17,534
|
|
|
|
622
|
|
Warranty and support
|
|
|
3,597
|
|
|
|
3,334
|
|
|
|
2,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,233
|
|
|
|
29,510
|
|
|
|
18,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and related services
|
|
|
4,680
|
|
|
|
5,603
|
|
|
|
3,924
|
|
Projects
|
|
|
5,321
|
|
|
|
2,902
|
|
|
|
117
|
|
Warranty and support
|
|
|
487
|
|
|
|
477
|
|
|
|
285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,488
|
|
|
|
8,982
|
|
|
|
4,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
26,745
|
|
|
|
20,528
|
|
|
|
14,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
10,562
|
|
|
|
8,047
|
|
|
|
6,071
|
|
Less - royalty-bearing participation
|
|
|
1,599
|
|
|
|
1,693
|
|
|
|
1,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development, net
|
|
|
8,963
|
|
|
|
6,354
|
|
|
|
4,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing, net
|
|
|
10,996
|
|
|
|
8,528
|
|
|
|
7,834
|
|
General and administrative
|
|
|
4,191
|
|
|
|
4,523
|
|
|
|
2,393
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
24,150
|
|
|
|
19,405
|
|
|
|
14,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
2,595
|
|
|
|
1,123
|
|
|
|
(369
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income (expenses), net
|
|
|
389
|
|
|
|
816
|
|
|
|
(433
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes on income
|
|
|
2,984
|
|
|
|
1,939
|
|
|
|
(802
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on income
|
|
|
(83
|
)
|
|
|
(24
|
)
|
|
|
(121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,901
|
|
|
$
|
1,915
|
|
|
$
|
(923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per Ordinary Share
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per Ordinary Share
|
|
$
|
0.23
|
|
|
$
|
0.18
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary Share used
in computing basic net income (loss) per Ordinary Share
|
|
|
12,039,176
|
|
|
|
10,406,897
|
|
|
|
8,572,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary Share used
in computing diluted net income (loss) per Ordinary Share
|
|
|
12,351,566
|
|
|
|
10,779,547
|
|
|
|
8,572,681
|
|
The accompanying notes are an integral
part of the consolidated financial statements.
RADCOM LTD. AND ITS SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands
|
|
Year ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,901
|
|
|
$
|
1,915
|
|
|
$
|
(923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
39
|
|
|
|
201
|
|
|
|
(1,698
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
|
39
|
|
|
|
201
|
|
|
|
(1,698
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
2,940
|
|
|
$
|
2,116
|
|
|
$
|
(2,621
|
)
|
The accompanying notes are an integral
part of the consolidated financial statements.
RADCOM LTD. AND ITS SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands, except
share and per share data
|
|
Number of
shares
|
|
|
Share capital
amount
|
|
|
Additional
paid-in capital
|
|
|
Accumulated
other
comprehensive
loss
|
|
|
Accumulated
deficit
|
|
|
Total
shareholders’
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2015
|
|
|
8,411,275
|
|
|
$
|
361
|
|
|
$
|
68,059
|
|
|
$
|
(1,062
|
)
|
|
$
|
(57,096
|
)
|
|
$
|
10,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation and RSUs
|
|
|
-
|
|
|
|
-
|
|
|
|
1,409
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,409
|
|
Exercise of warrants into Ordinary Shares
|
|
|
22,921
|
|
|
|
1
|
|
|
|
79
|
|
|
|
-
|
|
|
|
-
|
|
|
|
80
|
|
Exercise of options into Ordinary Shares
|
|
|
185,989
|
|
|
|
9
|
|
|
|
724
|
|
|
|
-
|
|
|
|
-
|
|
|
|
733
|
|
RSUs vested
|
|
|
18,500
|
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(923
|
)
|
|
|
(923
|
)
|
Other comprehensive loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,698
|
)
|
|
|
-
|
|
|
|
(1,698
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2015
|
|
|
8,638,685
|
|
|
$
|
372
|
|
|
$
|
70,270
|
|
|
$
|
(2,760
|
)
|
|
$
|
(58,019
|
)
|
|
$
|
9,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Ordinary Shares, net of issuance costs of
$1,721, upon follow-on public offering
|
|
|
2,090,909
|
|
|
|
108
|
|
|
|
21,171
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,279
|
|
Share-based compensation and RSUs
|
|
|
-
|
|
|
|
-
|
|
|
|
2,471
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,471
|
|
Exercise of warrants into Ordinary Shares
|
|
|
310,985
|
|
|
|
16
|
|
|
|
1,069
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,085
|
|
Exercise of options into Ordinary Shares
|
|
|
508,149
|
|
|
|
25
|
|
|
|
3,304
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,329
|
|
RSUs vested
|
|
|
37,500
|
|
|
|
2
|
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,915
|
|
|
|
1,915
|
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
201
|
|
|
|
-
|
|
|
|
201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2016
|
|
|
11,586,228
|
|
|
$
|
523
|
|
|
$
|
98,283
|
|
|
$
|
(2,559
|
)
|
|
$
|
(56,104
|
)
|
|
$
|
40,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Ordinary Shares, net of issuance costs of
$2,194, upon follow-on public offering
|
|
|
1,661,536
|
|
|
|
95
|
|
|
|
30,111
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,206
|
|
Share-based compensation and RSUs
|
|
|
-
|
|
|
|
-
|
|
|
|
2,216
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,216
|
|
Exercise of options into Ordinary Shares
|
|
|
109,487
|
|
|
|
7
|
|
|
|
884
|
|
|
|
-
|
|
|
|
-
|
|
|
|
891
|
|
RSUs vested
|
|
|
52,724
|
|
|
|
3
|
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,901
|
|
|
|
2,901
|
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
39
|
|
|
|
-
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2017
|
|
|
13,409,975
|
|
|
$
|
628
|
|
|
$
|
131,491
|
|
|
$
|
(2,520
|
)
|
|
$
|
(53,203
|
)
|
|
$
|
76,396
|
|
The accompanying notes are an integral part of the consolidated financial statements.
RADCOM LTD. AND ITS SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
|
Year ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,901
|
|
|
$
|
1,915
|
|
|
$
|
(923
|
)
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
537
|
|
|
|
286
|
|
|
|
123
|
|
Share-based compensation and RSUs
|
|
|
2,216
|
|
|
|
2,471
|
|
|
|
1,409
|
|
Change in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance pay, net
|
|
|
42
|
|
|
|
4
|
|
|
|
73
|
|
Trade receivables, net
|
|
|
(15,865
|
)
|
|
|
(329
|
)
|
|
|
1,053
|
|
Other account receivables and prepaid expenses
|
|
|
(524
|
)
|
|
|
524
|
|
|
|
(1,266
|
)
|
Inventories
|
|
|
(560
|
)
|
|
|
794
|
|
|
|
311
|
|
Trade payables
|
|
|
(1,150
|
)
|
|
|
1,273
|
|
|
|
(278
|
)
|
Employees and payroll accruals
|
|
|
524
|
|
|
|
999
|
|
|
|
174
|
|
Other accounts payable and accrued expenses
|
|
|
1,385
|
|
|
|
266
|
|
|
|
531
|
|
Deferred revenue and advances from customers
|
|
|
(109
|
)
|
|
|
1,248
|
|
|
|
677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities
|
|
|
(10,603
|
)
|
|
|
9,451
|
|
|
|
1,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in short-term bank deposits
|
|
|
(40,000
|
)
|
|
|
-
|
|
|
|
-
|
|
Purchase of property and equipment
|
|
|
(790
|
)
|
|
|
(1,331
|
)
|
|
|
(97
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(40,790
|
)
|
|
|
(1,331
|
)
|
|
|
(97
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Ordinary Shares, net of issuance costs upon follow-on public offering
|
|
|
30,206
|
|
|
|
21,279
|
|
|
|
-
|
|
Exercise of warrants into Ordinary Shares
|
|
|
-
|
|
|
|
1,085
|
|
|
|
80
|
|
Exercise of options into Ordinary Shares
|
|
|
891
|
|
|
|
3,329
|
|
|
|
733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
$
|
31,097
|
|
|
$
|
25,693
|
|
|
$
|
813
|
|
RADCOM
LTD. AND ITS SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
U.S.
dollars in thousands
|
|
|
Year
ended December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments on cash and cash equivalents
|
|
$
|
(15
|
)
|
|
$
|
346
|
|
|
$
|
(721
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(20,311
|
)
|
|
|
34,159
|
|
|
|
1,879
|
|
Cash and cash equivalents at beginning of year
|
|
|
42,886
|
|
|
|
8,727
|
|
|
|
6,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
22,575
|
|
|
$
|
42,886
|
|
|
$
|
8,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Non-cash
investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
$
|
239
|
|
|
$
|
81
|
|
|
$
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Cash
paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes
on income
|
|
$
|
83
|
|
|
$
|
24
|
|
|
$
|
121
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
|
a.
|
RADCOM Ltd. (the “Company”) is an Israeli corporation which provides NFV-ready service assurance,
cloud-native network intelligence solutions for Communication Service Providers (“CSPs”). The Company’s solutions
include RADCOM Service Assurance (MaveriQ), an NFV service assurance solution which continuously monitors network performance and
quality of services to optimize user experience for CSPs’ subscribers and RADCOM Network Visibility, a cloud-native network
visibility solution launched in February 2018 that offers advanced network intelligence and packet broker functionality. The Company
specializes in solutions for next-generation mobile and fixed networks, including LTE, LTE-A, VoLTE, IMS, VoIP, WiFi, VoWiFi, UMTS/GSM
and mobile broadband. The Company’s shares (the “Ordinary Shares”) are listed on the Nasdaq Capital Market under
the symbol “RDCM”.
|
The Company has wholly-owned
subsidiaries in the United States and Brazil, that are primarily engaged in the sales, marketing, deployment and customer support
of the Company’s products in North America and Brazil, respectively. The Company also has a wholly-owned subsidiary in India,
that primarily provides marketing and customer support services worldwide. Additionally, the Company has a wholly-owned subsidiary
in Israel solely established for the purpose of making various investments, including securities purchases.
|
b.
|
In
December 2015, the Company entered to a multi-year sales agreement with Amdocs Software
Systems Limited (“Amdocs”) for the resale of MaveriQ to AT&T, a leading
North American Tier-1 telecom operator (the “AT&T Engagement”). During
2017 and 2016, the Company signed expansion agreements, as well as multi-year maintenance
agreements with Amdocs in connection with the AT&T Engagement. During 2017 and 2016
the Company recognized $24,528 and $18,310, respectively pursuant to the AT&T Engagement
and its related agreements, which represents 66% and 62% of the total consolidated revenues
of the Company in 2017 and 2016, respectively (see also Note 12c).
|
|
|
|
|
|
The
Company’s revenues depend on a limited number of customers. If these customers become unable or unwilling to continue to
buy the Company’s solution, it could adversely affect the Company’s results of operations and financial position (see also Note
11b3).
|
The
loss of any significant customer, a significant decrease in business from any such customer or a reduction in customer revenue
due to adverse changes in the market, economic or competitive conditions or other factors could have a material adverse effect
on the Company’s business, results of operations and financial condition.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 1: -
|
GENERAL (Cont.)
|
|
c.
|
Follow-on Public Offering:
|
In
May 2016, a “shelf” registration statement covering the public sale of up to $50,000 of the Company’s Ordinary
Shares was declared effective by the U.S. Securities and Exchange Commission (“SEC”).
Following
such registration, during May 2016, the Company closed a follow-on public offering (as further described in Note 10b1) at a
price of $11.00 per share. Upon the closing of such follow-on public offering, the Company issued 2,090,909 Ordinary Shares for
a total consideration of approximately $21,279, net of underwriting discounts, commissions and other offering expenses of $1,721
payable by the Company.
In
October 2017, the Company closed a follow-on public offering (as further described in Note 10b2) at a price of $19.50 per share.
Upon the closing of such follow-on public offering, the Company issued 1,661,536 Ordinary Shares for a total consideration of
approximately $30,206, net of underwriting discounts, commissions and other offering expenses of $2,194 payable by the Company.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES
|
The
consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S.
GAAP”).
The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments
and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon
information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
|
b.
|
Financial
statements in U.S. dollars (“$” “dollar” or “dollars”):
|
Most
of the revenues of the Company and its subsidiaries, other than the Company’s subsidiary in Brazil, are denominated in
U.S. dollars. Financing activities are made in U.S. dollars. Therefore, the Company’s management believes that the
currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the
dollar, which is used as the functional currency.
Transactions
and balances originally denominated in dollars are presented at their original amounts. Transactions and balances in other currencies
are re-measured into dollars in accordance with the principles set forth in Statement of Accounting Standards Codification (“ASC”)
830, “Foreign Currency Matters”.
Other
than in the Company’s subsidiary in Brazil, all exchange gains and losses from re-measurement of monetary balance sheet items
denominated in non-dollar currencies are reflected in the consolidated statement of operations when they arise.
Amounts
in the financial statements representing the dollar equivalent of balances denominated in other currencies do not necessarily
represent their real or economic value and such amounts may not necessarily be exchangeable for dollars.
For
the Company’s subsidiary in Brazil, whose functional currency has been determined to be its local currency, assets and liabilities
are translated at year-end exchange rates and statements of income items are translated at average exchange rates prevailing during
the year. Such translation adjustments are recorded as a separate component of accumulated other comprehensive loss in the shareholders’
equity.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
c.
|
Principles
of consolidation:
|
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions
and balances have been eliminated in consolidation.
|
d.
|
Cash
and cash equivalents:
|
The
Company considers all highly liquid deposit instruments with an original maturity of three months or less at the date of purchase
to be cash equivalents.
|
e.
|
Restricted
bank deposit:
|
Restricted
bank deposit represents restricted cash which is pledged in favor of the bank that provides guarantees to the Company.
|
f.
|
Short-term
bank deposit:
|
Short-term
bank deposit is a deposit with an original maturity of more than three months but equal or less than one year from the date of
investment and which does not meet the definition of cash equivalents. The deposit is presented according to its terms of deposit.
|
g.
|
Concentration
of credit risk:
|
Financial
instruments that may subject the Company to significant concentration of credit risk consist mainly of cash and cash equivalents,
restricted bank deposit, short-term bank deposit, severance pay fund and trade receivables.
Cash
and cash equivalents, restricted bank deposit and short-term bank deposit are maintained with major financial institutions mainly
in Israel. Assets held for severance benefits are maintained with major insurance companies and financial institutions in Israel.
Such deposits are not insured. However, management believes that such financial institutions are financially sound and, accordingly,
low credit risk exists with respect to these investments.
The
Company grants credit to customers without generally requiring collateral or security. The risk of collection associated
with trade receivables is reduced by geographical dispersion of the Company’s customer base. The Company establishes an
allowance for doubtful accounts based on historical experience, credit quality, the age of the accounts receivable balances
and current economic conditions that may affect a customer’s ability to pay. No additional allowances for doubtful
accounts were recorded during the year ended December 31, 2017 and 2015. During the year ended December 31, 2016, the
Company recorded allowance for doubtful accounts of $9. Actual collection experience may not meet expectations and may result
in future bad debt expense. No bad debt expenses were recorded during the years ended December 31, 2017, 2016 and
2015.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Inventories
are stated at the lower of cost and net realizable value. Cost is determined on a “moving average” basis. Inventory
write-offs are provided to cover technological obsolescence, excess inventories and discontinued products.
Inventory
write-off is measured as the difference between the cost of the inventory and net realizable value based upon assumptions about
future demand and is charged to the cost of revenues. At the point of the loss recognition, a new, lower-cost basis for that inventory
is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established
cost basis.
Total
inventory write-offs during the years ended December 31, 2017, 2016 and 2015 amounted to $369, $498 and $346, respectively.
|
i.
|
Property
and equipment:
|
Property
and equipment are stated at cost less accumulated depreciation. Maintenance and repairs are charged to operations as incurred.
Depreciation
is calculated on the straight-line method over the estimated useful lives of the assets.
Annual
rates of depreciation are as follows:
|
|
|
|
%
|
|
|
|
|
|
|
|
|
Computers and electronic equipment
|
|
|
15 - 33
|
|
|
Office furniture and equipment
|
|
|
6 - 33
|
|
|
Leasehold improvements
|
|
|
At the shorter of the lease period or useful life of the leasehold improvement
|
|
|
j.
|
Impairment
of long-lived assets:
|
The
Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, plants and equipment”,
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability
of an asset to be held and used is assessed by a comparison of the carrying amount of the asset to the future undiscounted cash
flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured
at the amount by which the carrying amount of the asset exceeds its fair value. During the years ended December 31, 2017, 2016
and 2015, no impairment losses were identified.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The
Company’s revenues are generated mainly from fixed price contracts and from sales of its product solution. The Company’s product
solution is sold to customers directly, through resellers and to lesser extent through distributors. Sales through resellers considered
final sell per revenue recognition criteria. The Company recognizes its revenue through distributers on a “sale through”
basis and therefore revenues from its distributors are deferred until all revenue recognition criteria of the sale to the end
customer are met.
Product
and related services revenues contain software components and non-software components that function together to deliver the product’s
essential functionality as well as related professional services. As such, revenues from sales of products and related services
are recognized in accordance with ASC 605, “Revenue Recognition”, when persuasive evidence of an agreement exists, delivery
of the product has occurred, the fee is fixed or determinable and collectability is reasonably assured.
Products
are typically considered delivered upon shipment. In instances where final acceptance of the product is specified by the customer,
and the acceptance is deemed substantive, revenue is deferred until all acceptance criteria have been met. The Company’s arrangements
generally do not include any provisions for cancellation, termination or refunds.
The
Company also generates sales through independent representatives. These representatives do not hold any of the Company’s inventories,
and they do not buy products from the Company. The Company invoices the end-user customers directly, collects payment directly
and then pays commissions to the representative for the sales in its territory.
Revenues
in arrangements with multiple deliverables are allocated using the relative selling price method. The selling price for each deliverable
is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE
is not available, or estimated selling price (“ESP”) if neither VSOE or TPE is available. The Company determines the
ESP by considering several external and internal factors including, but not limited to, pricing history and practices, discounting,
margin objectives and competition.
Revenues
from fixed price contracts (projects) contain mainly software product which is sold as part of an overall solution offered to
the customers that combines the sale of software licenses with services which includes significant customization, modification,
implementation and integration. Those services are deemed essential to the software. Thus, revenue is generally recognized over
the course of these long-term projects based on ASC 605-35, “Construction-Type and Production-Type Contracts”, using
the percentage-of-completion method, based on a percentage that incurred labor effort to date bears to total projected labor effort.
The amount of revenue recognized is based on the total fees under the arrangement and the percentage of completion achieved. Provisions
for estimated losses on uncompleted contracts are made in the period in which such losses are first determined, in the amount
of the estimated loss on the entire contract.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Under
the Company’s selling arrangements, the Company generally provides a one-year warranty, which includes bug fixing and a hardware
warranty (“Warranty”) for all its products. After the Warranty period initially provided with the Company’s products
ends, the Company may sell extended warranty contracts on a standalone basis, which includes bug fixing and a hardware warranty.
Revenues
from warranty and support include revenue related to extended warranty contracts which are recognized pursuant to ASC 605-20-25,
“Separately Priced Extended Warranty and Product Maintenance Contracts.” Pursuant to this provision, revenue related
to separately priced product maintenance contracts is deferred and recognized over the term of the maintenance period.
Deferred
revenues represent unrecognized fees collected for extended warranty services as well as other advances and payments received
from customers, for which revenue has not yet been recognized.
Cost
of revenues are comprised of cost of third-party hardware and software license fees, maintenance fees related to such third-party
hardware and software, employees’ salaries and related costs, shipping and handling costs, subcontractors, inventory write-offs,
indirect taxes, importation taxes and royalties to the Israel Innovation Authority (the “IIA”).
|
m.
|
Share-based
compensation:
|
The
Company accounts for share-based compensation in accordance with ASC 718, “Compensation — Stock Compensation”,
which requires companies to estimate the fair value of share-based payment awards on the grant date using an option-pricing model.
The
Company recognizes compensation expenses for the value of its awards granted based on the accelerated attribution method over
the requisite service period of each of the awards, net of forfeitures as incurred. The Company elected to early adopt Accounting
Standards Update (“ASU”) No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvement to Employee
Share-based Payment Accounting” (ASU 2016-09) issued by the Financial Accounting Standards Board (“FASB”), which
among other items, provides an accounting policy election to account for forfeitures as they occur, rather than to account for
them based on an estimate of expected forfeitures. The Company elected to account for forfeitures as they occur and therefore,
share-based compensation expense for the years ended December 31, 2017 and 2016 has been calculated based on actual forfeitures.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The
Company selected the Black-Scholes option-pricing model as the most appropriate fair value method for its share-options awards.
The option-pricing model requires a number of assumptions, of which the most significant are the expected share price volatility
and the expected option term. Expected volatility was calculated based upon actual historical share price movements over the most
recent periods ending on the grant date, equal to the expected option term. The expected term was generated by running the Monte
Carlo model pursuant to which historical post-vesting forfeitures and suboptimal exercise factor are estimated by using historical
option exercise information. The suboptimal exercise factor is the ratio by which the share price must increase over the exercise
price before employees are expected to exercise their share options. The expected term of the options granted is derived from
the output of the options valuation model and represents the period of time that options granted are expected to be outstanding.
The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term to the expected
term of the options. Historically the Company has not paid dividends and in addition has no foreseeable plans to pay dividends,
and therefore uses an expected dividend yield of zero in the option-pricing model.
The
fair value for options granted in 2017, 2016 and 2015 is estimated at the date of grant with the following weighted average assumptions:
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
Expected volatility
|
|
|
46.4%-55.9
|
%
|
|
|
50.7%-59.4
|
%
|
|
|
51.4%-62
|
%
|
|
Risk-free interest
|
|
|
1.6%-2.1
|
%
|
|
|
0.8%-1.4
|
%
|
|
|
0.6%-1.7
|
%
|
|
Expected life (in years)
|
|
|
3.43-4.76
|
|
|
|
2.79-4.99
|
|
|
|
2.39-4.58
|
|
|
n.
|
Research
and development costs:
|
Research
and development costs are charged to the statement of operations as incurred except royalty-bearing participation from the IIA
as described in Note 2o.
ASC
985-20, “Software - Costs of Computer Software to be Sold, Leased or Otherwise Marketed”, requires capitalization of
certain software development costs subsequent to the establishment of technological feasibility. Based on the Company’s product
development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company
between completion of the working models and the point at which the products are ready for general release have been insignificant.
Therefore, all research and development costs have been expensed.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The
Company receives royalty-bearing grants, which represent participation of the IIA in approved programs for research and development.
These amounts are recognized on the accrual basis as a reduction of research and development costs as such costs are incurred.
Royalties to the IIA are recorded under cost of revenues, when the related sales are recognized (see also Note 8a1).
The
Company also receives grants from the Israeli Ministry of Economy (the “MOE”), which are grants of up to 50% of relevant
marketing expenses. These grants are presented as a reduction of marketing expenses and amounted to $6, $75 and $215 for
the years ended December 31, 2017, 2016 and 2015, respectively (see also Note 8a2).
|
p.
|
Income
(loss) per share:
|
Basic
and diluted income (loss) per Ordinary Share is presented in conformity with ASC 260, “Earnings Per Share”, for all
years presented. Basic income (loss) per Ordinary Share is computed by dividing net income (loss) for each reporting period by
the weighted average number of Ordinary Shares outstanding during the period. Diluted income (loss) per Ordinary Share is computed
by dividing net income (loss) for each reporting period by the weighted average number of Ordinary Shares outstanding during the
period plus any additional Ordinary Shares that would have been outstanding if potentially dilutive securities had been exercised
during the period, calculated under the treasury stock method.
Certain
securities were not included in the computation of diluted income (loss) per share since they were anti-dilutive. The total weighted
average number of shares related to the outstanding options, restricted share units (“RSUs”) and warrants excluded
from the calculation of diluted net income (loss) per share were, 70,801 and 1,349,414 as of 2017 and 2015, respectively. As of
December 31, 2016, there were no anti-dilutive securities.
The
Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. Deferred tax asset and liability account
balances are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the consolidated statement of operations in the period that includes the enactment date. The Company provides
a full valuation allowance to reduce deferred tax assets to the extent it believes it is more likely than not that such benefits
will be realized.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
r.
|
Income
tax uncertainties:
|
In
accordance with ASC 740, “Income Taxes”, the Company recognizes the effect of income tax positions only if those positions
are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than
50% of the amount likely to be realized. Changes in recognition or measurement are reflected in the period in which the change
in judgment occurs. When applicable, the Company accounts for interest and penalties related to unrecognized tax benefits as a
component of income tax expense. As of December 31, 2017 and 2016, no liability for unrecognized tax benefits was recorded.
The
Company’s liability for severance pay for its Israeli employees is calculated pursuant to Israeli severance pay law based on the
most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. After completing
one full year of employment, the Company’s Israeli employees are entitled to one month’s salary for each year of employment or
a portion thereof. The Company’s liability is partially provided by monthly deposits with severance pay funds, insurance policies
and by an accrual. The liability for employee severance pay benefits included on the balance sheet represents the total liability
for such severance benefits, while the assets held for severance benefits included on the balance sheet represent the current
redemption value of the Company’s contributions made to severance pay funds and to insurance policies.
The
carrying value of deposited funds includes profits (losses) accumulated up to the balance sheet date. The deposited funds may
be withdrawn only upon the fulfillment of the obligation pursuant to Israeli severance pay law or labor agreements.
Effective
January 1, 2012, the Company’s agreements with new employees in Israel are in accordance with section 14 of the Severance Pay
Law - 1963 which provides that the Company’s contributions to the severance pay fund shall cover its entire severance obligation.
Upon termination, the release of the contributed amounts from the fund to the employee shall relieve the Company from any further
severance obligation and no additional payments shall be made by the Company to the employee. As a result, the related obligation
and amounts deposited on behalf of such obligation are not recorded as part of the balance sheet, as the Company is legally released
from its severance obligation to employees once the amounts have been deposited, and the Company has no further legal ownership
of the amounts deposited.
Severance
expenses for the years ended December 31, 2017, 2016 and 2015 amounted to $1,007, $905 and $485, respectively.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
t.
|
Fair
value of financial instruments:
|
The
financial instruments of the Company consist mainly of cash and cash equivalents, restricted bank deposit, short-term bank deposit,
trade receivables, trade payables and other accounts payable and accrued expenses. Due to the short-term nature of such financial
instruments, their fair value approximates their carrying value.
From
time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter
and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable
and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. The Company’s estimations
and related accruals if any are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings,
advice of legal counsel and other information and events relating to a particular matter.
The
Company accounts for comprehensive income in accordance with ASC 220, “Comprehensive Income”, which establishes standards
for the reporting and displays of comprehensive income and its components in a full set of general purpose financial statements.
Comprehensive income generally represents all changes in shareholders’ equity during the period except those resulting from
investments by, or distributions to, shareholders. The Company determined that its only item of other comprehensive income relates
to foreign currency translation adjustment and gains or losses on intercompany foreign currency transactions that are of a long-term
investment nature in connection with its subsidiary in Brazil.
|
w.
|
Recently issued accounting standards:
|
|
1.
|
In
May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers
(Topic 606)”. Under the new standard, revenue is recognized when a customer obtains
control of promised goods or services and is recognized in an amount that reflects the
consideration which the entity expects to receive in exchange for those goods or services.
In addition, the standard requires disclosure of the nature, amount, timing and uncertainty
of revenue and cash flows arising from contracts with customers. The FASB has recently
issued several amendments to the standard, including clarification on identifying performance
obligations.
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The
guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method),
or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application
(the modified retrospective method). The Company will adopt the new standard, effective January 1, 2018, using the modified retrospective
method applied to those contracts which were not substantially completed as of January 1, 2018.
The cumulative adjustment will
decrease the Company’s accumulated deficit as of January 1, 2018 by $337, while decreasing the Company’s deferred revenues
by $80, increasing the Company’s trade receivables by $233 and increasing the Company’s
other
accounts receivable and prepaid expenses by
$24.
The most significant impact of the standard on the Company’s financial statements relates to differences
in timing of revenue recognition under the new standard.
|
2.
|
In
July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying
the Measurement of Inventory” (“ASU 2015-11”). The new standard applies
only to inventory for which cost is determined by methods other than last-in, first-out
or the retail inventory method, such as inventory measured using first-in, first-out,
or average cost. Inventory within the scope of ASU 2015-11 is required to be measured
at the lower of cost and net realizable value. Net realizable value is the estimated
selling prices in the ordinary course of business, less reasonably predictable costs
of completion, disposal and transportation. The Company adopted ASU 2015-11 during the
first quarter of 2017, which did not have a material impact on the Company’s consolidated
financial statements.
|
|
3.
|
In
February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU
2016-02”), whereby lessees will be required to recognize for all leases at the
commencement date a lease liability, which is a lessee’s obligation to make lease
payments arising from a lease, measured on a discounted basis, and a right-of-use asset,
which is an asset that represents the lessee’s right to use, or control the use
of, a specified asset for the lease term. Under the new guidance, lessor accounting is
largely unchanged. A modified retrospective transition approach for leases existing at,
or entered into after, the beginning of the earliest comparative period presented in
the financial statements must be applied. The modified retrospective approach would not
require any transition accounting for leases that expired before the earliest comparative
period presented. Companies may not apply a full retrospective transition approach. ASU
2016-02 is effective for annual and interim periods beginning after December 15, 2018.
Early application is permitted. The Company is currently evaluating the potential impact of this
pronouncement.
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 2: -
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
4.
|
In
November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted
Cash (“ASU 2016-18”), which requires companies to include amounts generally described as restricted cash and
restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts
shown on the statement of cash flows. The Company will adopt the new standard effective January 1, 2018 and does not
expect the adoption of ASU 2016-18 to have a material impact on the Company’s consolidated financial
statements.
|
|
5
.
|
In
May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation
(Topic 718): Scope of Modification Accounting” (“ASU 2017-09”).
ASU 2017-09 was issued to provide clarity and reduce both 1) diversity in practice and
2) cost and complexity when applying the guidance in ASC 718 to a change in the terms
or conditions of a share-based payment award. ASU 2017-09 provides guidance about
which changes to the terms or conditions of a share-based payment award require an entity
to apply modification accounting under ASC 718. The amendments in ASU 2017-09 are
effective for fiscal years, and interim periods within those years, beginning after December
15, 2017. Early adoption is permitted, including adoption in any interim period.
The amendments in ASU 2017-09 should be applied prospectively to an award modified on
or after the adoption date. The Company will adopt the new standard effective January
1, 2018 and does not expect the adoption of this guidance to have a material impact on
the Company’s consolidated financial statements.
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE
3: -
|
SHORT-TERM
BANK DEPOSIT
|
|
|
|
Interest rate
|
|
|
|
|
|
|
|
Currency
|
|
%
|
|
|
Deposit amount
|
|
|
Maturity date
|
|
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars
|
|
|
2.28
|
|
|
|
40,000
|
|
|
December 27, 2018
|
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
-
|
|
|
$
|
57
|
|
|
Finished products (*)
|
|
|
1,199
|
|
|
|
566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,199
|
|
|
$
|
623
|
|
|
(*)
|
Includes
amounts of $612 and $176 for 2017 and 2016, respectively, with respect to inventory delivered
to customers but for which revenue criteria have not been met yet.
|
NOTE
5: -
|
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
|
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Indirect taxes
|
|
$
|
118
|
|
|
$
|
58
|
|
|
Grant receivables
|
|
|
740
|
|
|
|
46
|
|
|
Prepaid expenses and advances to suppliers
|
|
|
460
|
|
|
|
708
|
|
|
Related party (see note 12a5)
|
|
|
2
|
|
|
|
585
|
|
|
Tax balance to receive from customers
|
|
|
862
|
|
|
|
461
|
|
|
Project deferred costs
|
|
|
372
|
|
|
|
-
|
|
|
Others
|
|
|
131
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,685
|
|
|
$
|
1,960
|
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 6: -
|
PROPERTY AND EQUIPMENT, NET
|
Composition
of assets, grouped by major classification, is as follows:
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
Computers and electronic equipment
|
|
$
|
2,719
|
|
|
$
|
1,885
|
|
|
Office furniture and equipment
|
|
|
231
|
|
|
|
615
|
|
|
Leasehold improvements
|
|
|
97
|
|
|
|
442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,047
|
|
|
|
2,942
|
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
|
|
|
Computers and electronic equipment
|
|
|
1,024
|
|
|
|
603
|
|
|
Office furniture and equipment
|
|
|
83
|
|
|
|
410
|
|
|
Leasehold improvements
|
|
|
16
|
|
|
|
413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,123
|
|
|
|
1,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,924
|
|
|
$
|
1,516
|
|
Depreciation
expenses for the years ended December 31, 2017, 2016 and 2015 amounted to $537, $286 and $123, respectively.
During
2017, the Company retired fully depreciated assets that were no longer in use. As a result, $839 of cost and accumulated depreciation
was removed from the accounts. No gain or loss was recognized.
NOTE 7: -
|
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Royalties - IIA payable
|
|
$
|
1,096
|
|
|
$
|
938
|
|
|
Commissions to distributors
|
|
|
429
|
|
|
|
333
|
|
|
Accrued expenses
|
|
|
1,903
|
|
|
|
810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,428
|
|
|
$
|
2,081
|
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share
and per share data
NOTE 8: -
|
COMMITMENTS AND CONTINGENCIES
|
|
1.
|
The
Company receives research and development grants from the IIA. In consideration for the
research and development grants received from the IIA, the Company has undertaken to
pay royalties as a percentage of revenues from products developed from research and development
projects financed. If the Company does not generate sales of products developed with
funds provided by the IIA, the Company is not obligated to pay royalties or repay the
grants.
|
Royalties are payable ranging
from 3% to 5% from the time of commencement of sales of all of the Company’s products until the cumulative amount of the
royalties paid equals 100% of the dollar-linked amounts of the grants received, plus LIBOR interest.
As
of December 31, 2017, the Company’s total commitment with respect to royalty-bearing participation received or accrued, net
of royalties paid or accrued, amounted to $45,784. The total research and development grants that the Company has received from
the IIA as of December 31, 2017 were $42,470. The accumulated interest as of December 31, 2017, was $16,953 and the accumulated
royalties paid to the IIA were $13,639.
Royalty
expenses relating to the IIA grants included in cost of revenues during the years ended December 31, 2017, 2016 and 2015 were
$1,303, $1,033 and $655, respectively.
In
May 2010, the Company received a notice from the IIA regarding alleged miscalculations of the amount of royalties paid by the
Company to the IIA for the years 1992-2009 and the revenues basis on which the Company had to pay royalties. The Company believes
that all royalties due to the IIA from the sale of products developed with funding provided by the IIA during such years were
properly paid or were otherwise accrued. During 2011, the Company reviewed with the IIA the alleged miscalculations. The Company
assessed the merits of the aforesaid arguments raised by the IIA and recorded a liability for an estimated loss.
|
2.
|
In April 2012 and in April 2014, the MOE approved the Company’s application for participation in
funding the setting up of the Company’s India subsidiary and China branch as part of a designated grants plan for setting
up and establishing a marketing agency in India and China. The grant is intended to cover up to 50% from the costs of the office
establishment, logistics expenses and hiring employees and consultants in India and China, based on the approved budget for the
plan over a period of three years. The Company is currently in the process of winding down its operations at the China office.
|
RADCOM LTD.
AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 8: -
|
COMMITMENTS AND CONTINGENCIES (Cont.)
|
The
Company is obligated to pay to the MOE royalties of 3% on the increased sales in the target market, with respect to the year during
which the grant was approved over a period of five years but not more than the total linked amount of the grant received.
The
total marketing grants that the Company has received from the MOE as of December 31, 2017 were in the amount of $668. As of December
31, 2017, no liability was accrued.
|
3.
|
According
to the Company’s agreements with the Israel-U.S, Bi-National Industrial Research and
Development Foundation (“BIRD-F”), the Company is required to pay royalties
at a rate of 5% of sales of products developed with funds provided by the BIRD-F, up
to an amount equal to 150% of the BIRD-F’s grant, linked to the United States Consumer
Price Index (“CPI”) relating to such products. The last funds from the BIRD-F
were received in 1996. In the event the Company does not generate sales of products developed
with funds provided by the BIRD-F, the Company is not obligated to pay royalties or repay
the grants.
|
The
total research and development funds that the Company has received from the BIRD-F were $340. As of December 31, 2017, the Company
is required to pay royalties up to an amount of $836, including linkage to the CPI.
As
of December 31, 2017, the accumulated royalties paid to the BIRD-F including linkage to the CPI were $460. Accordingly, the Company’s
total commitment with respect to royalty-bearing participation received, net of royalties paid, amounted to $376 as of December
31, 2017.
Since
2003, the Company has not generated sales of products developed with the funds provided by the BIRD-F. Therefore, the Company
is not obligated to pay royalties or repay the grant since such date.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 8: -
|
COMMITMENTS AND CONTINGENCIES (Cont.)
|
Premises
occupied by the Company and its subsidiaries are leased under various agreements, part of which are with related
parties (see also Note 12). The rental agreements for the premises of the Company and its subsidiaries expire up to April 30,
2023. The Company also has several motor vehicle lease agreements for up to 48 months period. As of December 31, 2017, the
Company maintains 29 leased cars.
As
of December 31, 2017, the future minimum aggregate lease commitments under non-cancelable operating lease agreements are as follows:
|
As of the year ended December 31,
|
|
Premises
|
|
|
Motor
vehicles
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
$
|
946
|
|
|
$
|
52
|
|
|
$
|
998
|
|
|
2019
|
|
|
922
|
|
|
|
-
|
|
|
|
922
|
|
|
2020
|
|
|
925
|
|
|
|
-
|
|
|
|
925
|
|
|
2021
|
|
|
123
|
|
|
|
-
|
|
|
|
123
|
|
|
2022
|
|
|
123
|
|
|
|
-
|
|
|
|
123
|
|
|
2023
|
|
|
41
|
|
|
|
-
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,080
|
|
|
$
|
52
|
|
|
$
|
3,132
|
|
Total
lease expenses (net of sublease income from premises under sublease agreements amounted to $11 in 2017) amounted to $1,248, $1,023
and $801 for the years ended December 31, 2017, 2016 and 2015, respectively.
As
of December 31, 2017, the Company established a bank guarantee to the Israeli Customs Authority that amounted to $36, which expires
on April 30, 2018.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share
and per share data
NOTE 9: -
|
TAXES ON INCOME
|
Taxable
income of the Company is subject to the Israeli corporate tax at the rate as follows: 2015 - 26.5%, 2016 – 25% and 2017
- 24%.
In
December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy
for the 2017 and 2018 Budget Years), 2016 which reduces the corporate income tax rate to 24% (instead of 25%) effective from January
1, 2017 and to 23% effective from January 1, 2018.
Tax
benefits under the Law for the Encouragement of Capital Investments, 1959 (“the Law”):
In
August 2013, the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014),
2013 which includes Amendment 71 to the Law (“Amendment 71”) was enacted. Per Amendment 71, the tax rate on preferred
income from a preferred enterprise in 2014-2016 will be 9% in certain areas in Israel (“Development Area A”) and 16%
in other areas. In 2017, the tax rate at Development Area A was reduced to 7.5%.
The
Company may claim the tax benefits offered by Amendment 71 in its tax returns, provided that its facilities meet the criteria
for tax benefits set out by Amendment 71. A company is also granted a right to approach the Israeli Tax Authorities for a pre-ruling
regarding its eligibility for benefits under Amendment 71 (and in some cases is required to apply for such approval).
In
December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget
Years), 2016 which includes Amendment 73 to the Law (“Amendment 73”) was published. Amendment 73, which came into effect
in January 2017, prescribes special tax tracks for technological enterprises, granting such enterprises a tax rate of 7.5%
(in Development Area A) and 12 % (in other areas).
Under
Amendment 73, any dividends distributed to “foreign companies”, as defined in the Law, by companies having over 90% foreign (i.e., non-Israeli) ownership, deriving from income from the
technological enterprises will be subject to tax at a rate of 4%.
In
order to comply with the new track determined in Amendment 73, a company must meet certain criteria defined within law (among
others R&D expenses and employees at a certain rate).
The
Company has yet to claim the above-mentioned tax benefits offered and accordingly such reduced taxes were not considered in the
computation of the deferred taxes and valuation allowance as of December 31, 2017.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 9: -
|
TAXES ON INCOME (Cont.)
|
In
accordance with the tax laws, tax returns submitted up to and including the 2012 tax year can be regarded as final. As of
December 31, 2017, no final tax assessments have been received for such years.
Tax
loss carryforward:
As
of December 31, 2017, the Company’s tax loss carryforward and capital loss were $32,576 and $716, respectively.
Such losses can be carried forward indefinitely to offset any future taxable income of the Company.
U.S.
subsidiary:
|
1.
|
The
U.S. subsidiary is taxed under United States federal and state tax rules. Income tax
is calculated based on a U.S. federal tax rate of 35%.
|
On
December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “TCJA”) was signed into law making significant changes to
U.S. income tax law. Changes include, but are not limited to, a U.S. federal corporate tax rate decrease from 35% to 21% effective
for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to
a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of
December 31, 2017. The Company has calculated its best estimate of the impact of the TCJA in the computation of the deferred taxes
and valuation allowance as of December 31, 2017.
|
2.
|
The
U.S. subsidiary’s tax loss carryforward amounted to $8,183 and $93 for federal and state
tax purposes, respectively, as of December 31, 2017. Such losses are available to offset
any future U.S. taxable income of the U.S. subsidiary and will expire in the years 2018-2026
for federal tax purposes and in the years 2018-2025 for state tax purposes.
|
|
3.
|
The
U.S. subsidiary has not received final tax assessments since incorporation. In accordance
with the tax laws, tax returns submitted up to and including the 2013 tax year can
be regarded as final.
|
RADCOM
LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 9: -
|
TAXES ON INCOME (Cont.)
|
Brazilian
subsidiary:
|
1.
|
The
Brazilian subsidiary is taxed under Brazilian tax rules. Income tax is calculated based
on a 34% rate.
|
|
2.
|
The
Brazilian subsidiary’s tax loss carryforward amounted to $3,551 as of December 31, 2017,
for tax purposes. Tax losses may be carried forward indefinitely but can only be offset
up to 30% of the subsidiary’s taxable income for a tax period.
|
|
3.
|
The
Brazilian subsidiary has not received final tax assessments since incorporation. In accordance
with the tax laws, tax returns submitted up to and including the 2012 tax year can
be regarded as final.
|
Indian
subsidiary:
|
1.
|
The
Indian subsidiary is taxed under Indian tax rules. Income tax is calculated based on
a 30% rate.
|
|
2.
|
The
Indian subsidiary has not received final tax assessments since incorporation. In accordance
with the tax laws, tax returns submitted up to and including the 2014 tax year can
be regarded as final.
|
Deferred
taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and for tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:
|
|
|
December 31
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
Carryforward tax losses
|
|
$
|
10,591
|
|
|
$
|
11,892
|
|
|
Research and development credit
|
|
|
1,120
|
|
|
|
601
|
|
|
Accrued social benefits and other
|
|
|
909
|
|
|
|
683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,620
|
|
|
|
13,176
|
|
|
Less - valuation allowance
|
|
|
(12,620
|
)
|
|
|
(13,176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 9: -
|
TAXES ON INCOME (Cont.)
|
The
net change in the total valuation allowance for the year ended December 31, 2017 was a decrease of $556. In assessing the realization
of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will
not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the
periods in which those temporary differences and tax loss carryforward are deductible. Management considers the projected taxable
income and tax-planning strategies in making this assessment. In consideration of the Company’s accumulated losses and the uncertainty
of its ability to utilize its deferred tax assets in the future, management currently believes that it is more likely than not
that the Company will not realize its deferred tax assets and accordingly recorded a valuation allowance to fully offset all the
deferred tax assets.
|
d.
|
Taxes
on income are comprised from withholding taxes that were deducted by the Company’s customers
as well as tax expenses of the Company’s subsidiary in India.
|
|
e.
|
The
components of income (loss) before income taxes are as follows:
|
|
|
|
Year ended December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
4,751
|
|
|
$
|
3,018
|
|
|
$
|
(755
|
)
|
|
Foreign
|
|
|
(1,767
|
)
|
|
|
(1,079
|
)
|
|
|
(47
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$
|
2,984
|
|
|
$
|
1,939
|
|
|
$
|
(802
|
)
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 9: -
|
TAXES ON INCOME (Cont.)
|
|
f.
|
Reconciliation
of the theoretical tax benefit and the actual tax expense:
|
|
|
|
Year ended December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, as reported in the statements of operations
|
|
$
|
2,984
|
|
|
$
|
1,939
|
|
|
$
|
(802
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory tax rate in Israel
|
|
|
24
|
%
|
|
|
25
|
%
|
|
|
26.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theoretical tax benefit
|
|
$
|
716
|
|
|
$
|
485
|
|
|
$
|
(213
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax rate differential on foreign subsidiaries
|
|
|
(166
|
)
|
|
|
(98
|
)
|
|
|
(2
|
)
|
|
Non-deductible expenses and other permanent differences
|
|
|
987
|
|
|
|
683
|
|
|
|
446
|
|
|
Differences in taxes arising from foreign currency exchange, net
|
|
|
(856
|
)
|
|
|
(324
|
)
|
|
|
641
|
|
|
Utilization of carry forward tax losses for which valuation allowance was provided
|
|
|
(554
|
)
|
|
|
(1,102
|
)
|
|
|
(451
|
)
|
|
Withholding taxes that were deducted by the Company’s customers
|
|
|
32
|
|
|
|
6
|
|
|
|
121
|
|
|
Other
|
|
|
(76
|
)
|
|
|
374
|
|
|
|
(421
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
83
|
|
|
$
|
24
|
|
|
$
|
121
|
|
|
g.
|
Accounting
for uncertainty in income taxes:
|
For
the years ended December 31, 2017, 2016 and 2015, the Company did not have any unrecognized tax benefits and no interest and penalties
related to unrecognized tax benefits have been accrued. The Company does not expect that its position related to unrecognized
tax benefits will change significantly within the next 12 months.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 10: -
|
SHAREHOLDERS’ EQUITY
|
|
a.
|
The
number of Ordinary Shares outstanding at December 31, 2017 and 2016 does not include
5,189 Ordinary Shares issued, which are held by a subsidiary, and 30,843 Ordinary Shares
issued which are held by the Company.
|
Ordinary
Shares confer all rights to their holders, e.g. voting, equity and receipt of dividends.
|
b.
|
Follow-on
public offerings:
|
|
1.
|
On
May 19, 2016, the Company entered an underwriting agreement related to a follow-on public
offering of 1,818,182 Ordinary Shares, at an offering price of $11.00 per share for gross
proceeds that amounted to $20,000, before underwriting discounts and commissions and
other offering expenses that amounted to $1,455 (“the 2016 Public Offering”).
|
Under
such agreement, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 272,727
Ordinary Shares at $11.00 per share.
On
May 25, 2016, upon the closing of the 2016 Public Offering, the Company issued 2,090,909 Ordinary Shares, including 272,727 shares
sold pursuant to full exercise of the underwriters’ option to purchase additional shares, for a total consideration of approximately
$21,279, net of issuance costs of $1,721. (See also Note 1c).
|
2.
|
On
October 20, 2017, the Company entered an underwriting agreement related to a follow-on
public offering of 1,444,814 Ordinary Shares, at an offering price of $19.50 per share
for gross proceeds that amounted to $28,174, before underwriting discounts and commissions
and other offering expenses that amounted to $1,940 (“the 2017 Public Offering”).
|
Under
such agreement, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 216,722
Ordinary Shares at $19.50 per share.
On
October 25, 2017, upon the closing of the 2017 Public Offering, the Company issued 1,661,536 Ordinary Shares, including 216,722
shares sold pursuant to full exercise of the underwriters’ option to purchase additional shares, for a total consideration of
approximately $30,206, net of issuance costs of $2,194. (See also Note 1c).
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share
and per share data
NOTE 10: -
|
SHAREHOLDERS’ EQUITY (Cont.)
|
|
1.
|
The
Company has granted options under an option plan as follows:
|
Under
the following plan, options are granted for periods not to exceed seven years. Options vest over a period of up to four years
from the date of grant. Any options that are cancelled or forfeited before expiration become available for future grants.
|
a)
|
The
2013 Share Option Plan:
|
On
April 3, 2013, the Company approved a new Share Option Plan (the “2013 Share Option Plan”). The 2013 Share Option Plan
provides for the grant of options to purchase Ordinary Shares. These options are granted pursuant to the 2013 Share Option Plan
to provide incentives to employees, directors, consultants and contractors of the Company. In accordance with Section 102 of the
Income Tax Ordinance (New Version) - 1961, the Company’s Board of Directors (the “Board”) elected the “Capital
Gains Route”.
On
October 30, 2016, the Company’s Board resolved to increase the number of shares reserved under the 2013 Share Option Plan, from
1,250,000 to 2,450,000.
|
b)
|
On
February 19, 2015, the Company’s Board adopted an amendment to the 2013 Share Option
Plan pursuant to which the Company may grant options to purchase its Ordinary Shares,
restricted shares and RSUs to its employees, directors, consultants and contractors.
The 2013 Share Option Plan expires on April 2, 2023.
|
|
c)
|
During
the year ended December 31, 2017, the Company’s Board approved the grant of 179,002 options
and 105,428 RSUs to certain employees and officers of the Company. The options were granted
at exercise prices ranging between $18.90 to $19.85 per share, which was equal to the
market value of the Company’s Ordinary Shares at the date of grant. Such options
and RSUs have vesting schedules of four years, commencing as of the date of grant.
|
The
total number of Ordinary Shares available for future grants under the 2013 Share Option Plan as of December 31, 2017 is 901,770.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 10: -
|
SHAREHOLDERS’ EQUITY (Cont.)
|
|
2.
|
Grants
of options in 2017, 2016 and 2015 were at exercise prices equal to the market value of
the Ordinary Shares at the date of grant.
|
|
3.
|
Stock
options for the year ended December 31, 2017 under the Company’s plans are as follows:
|
|
|
|
Number of options
|
|
|
Weighted average exercise price
|
|
|
Weighted average remaining contractual term
(in years)
|
|
|
Aggregate intrinsic value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2017
|
|
|
624,437
|
|
|
|
10.47
|
|
|
|
3.55
|
|
|
$
|
4,576
|
|
|
Granted
|
|
|
179,002
|
|
|
|
19.48
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(109,487
|
)
|
|
|
8.13
|
|
|
|
|
|
|
|
|
|
|
Expired and forfeited
|
|
|
(14,400
|
)
|
|
|
11.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2017
|
|
|
679,552
|
|
|
|
13.20
|
|
|
|
3.35
|
|
|
$
|
4,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest at December 31, 2017
|
|
|
679,552
|
|
|
|
13.20
|
|
|
|
3.35
|
|
|
$
|
4,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of December 31, 2017
|
|
|
254,850
|
|
|
|
10.31
|
|
|
|
2.35
|
|
|
$
|
2,431
|
|
The
aggregate intrinsic value of options outstanding and exercisable at December 31, 2017 represents the intrinsic value of 679,552
and 254,850 outstanding options that are in-the-money as of December 31, 2017, respectively.
The
aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the deemed fair value
of the Company’s Ordinary Shares on the last day of fiscal 2017 and the exercise price, multiplied by the number of in-the-money
options) that would have been received by the option holders had all option holders exercised their options on December 31,
2017. This amount is impacted by the changes in the fair market value of the Company’s Ordinary Shares.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 10: -
|
SHAREHOLDERS’ EQUITY (Cont.)
|
|
4.
|
As
of December 31, 2017, stock options under the 2013 Share Option Plan are as follows for
the year ended December 31, 2017:
|
|
|
|
Options outstanding
at December 31, 2017
|
|
|
Options exercisable
at December 31, 2017
|
|
|
Exercise price
|
|
Number outstanding
|
|
|
Weighted average exercise price
|
|
|
Weighted average remaining contractual life
|
|
|
Number exercisable
|
|
|
Weighted average exercise price
|
|
|
Weighted average remaining contractual life
|
|
|
$
|
|
|
|
|
$
|
|
|
In years
|
|
|
|
|
|
$
|
|
|
In years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.71-3.90
|
|
|
25,000
|
|
|
|
3.21
|
|
|
|
0.95
|
|
|
|
25,000
|
|
|
|
3.21
|
|
|
|
0.95
|
|
|
5.35-8.60
|
|
|
47,800
|
|
|
|
6.87
|
|
|
|
1.58
|
|
|
|
47,800
|
|
|
|
6.87
|
|
|
|
1.58
|
|
|
10.49 – 14.52
|
|
|
427,750
|
|
|
|
11.87
|
|
|
|
3.15
|
|
|
|
182,050
|
|
|
|
12.19
|
|
|
|
2.74
|
|
|
18.90-19.85
|
|
|
179,002
|
|
|
|
19.48
|
|
|
|
4.62
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
679,552
|
|
|
|
|
|
|
|
|
|
|
|
254,850
|
|
|
|
|
|
|
|
|
|
|
5.
|
RSUs
for the year ended December 31, 2017 under the Company’s 2013 Share Option Plan
are as follows:
|
|
|
|
Number of RSUs
|
|
|
Weighted average remaining contractual term
(in years)
|
|
|
Aggregate intrinsic value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2017
|
|
|
193,150
|
|
|
|
2.02
|
|
|
$
|
3,438
|
|
|
Granted
|
|
|
105,428
|
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(52,724
|
)
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(5,800
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2017
|
|
|
240,054
|
|
|
|
1.74
|
|
|
$
|
4,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest as of December 31, 2017
|
|
|
240,054
|
|
|
|
1.74
|
|
|
$
|
4,765
|
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 10: -
|
SHAREHOLDERS’ EQUITY (Cont.)
|
|
6.
|
The
weighted average fair values of options granted during the years ended December 31, 2017,
2016 and 2015 were $8.08, $6.68 and $4.90, respectively.
|
|
7.
|
The
weighted average fair values of RSUs granted during the year ended December 31, 2017,
2016 and 2015 were $19.52, $14.69 and $10.60 per share, respectively.
|
|
8.
|
The
following table summarizes the department allocation of the Company’s share-based compensation
charges:
|
|
|
|
Year ended December 31,
|
|
|
|
|
2017(*)
|
|
|
2016(*)
|
|
|
2015(*)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
189
|
|
|
$
|
118
|
|
|
$
|
33
|
|
|
Research and development, net
|
|
|
473
|
|
|
|
625
|
|
|
|
529
|
|
|
Sales and marketing, net
|
|
|
499
|
|
|
|
199
|
|
|
|
380
|
|
|
General and administrative
|
|
|
1,055
|
|
|
|
1,529
|
|
|
|
467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,216
|
|
|
$
|
2,471
|
|
|
$
|
1,409
|
|
|
(*)
|
Including
$1,335, $1,331 and $342 of compensation cost related to RSUs for the year ended December
31, 2017, 2016 and 2015, respectively.
|
|
9.
|
As
of December 31, 2017, there are $4,266 of total unrecognized costs related to non-vested
share-based compensation and RSUs that are expected to be recognized over a weighted
average period of 1.20 years.
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 11: -
|
SELECTED STATEMENTS OF OPERATIONS DATA
|
|
a.
|
The
Company applies ASC 280, “Segment Reporting”. The Company operates in one reportable
segment (see also Note 1 for a brief description of the Company’s business).
|
|
b.
|
The
following table presents total revenues for the years ended December 31, 2017, 2016 and
2015 and long-lived assets as of December 31, 2017 and 2016:
|
|
1.
|
Revenues
from sales to unaffiliated customers:
|
|
|
|
Year ended December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
25,157
|
|
|
$
|
19,167
|
|
|
$
|
1,018
|
|
|
Europe
|
|
|
778
|
|
|
|
946
|
|
|
|
1,204
|
|
|
Asia (excluding Philippines)
|
|
|
374
|
|
|
|
355
|
|
|
|
576
|
|
|
Philippines
|
|
|
4,501
|
|
|
|
4,959
|
|
|
|
8,071
|
|
|
South America (excluding Brazil)
|
|
|
883
|
|
|
|
785
|
|
|
|
2,456
|
|
|
Brazil
|
|
|
1,783
|
|
|
|
2,496
|
|
|
|
3,487
|
|
|
Other (including Israel)
|
|
|
3,757
|
|
|
|
802
|
|
|
|
1,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37,233
|
|
|
$
|
29,510
|
|
|
$
|
18,673
|
|
Total
revenues are attributed to geographic areas based on the location of the end-customer.
In 2017, 2016 and 2015, the amount of export
revenues represented 90%, 98% and 93% of the Company’s total revenues.
|
2.
|
Property
and equipment, net, by geographic areas:
|
|
|
|
Year ended
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Israel
|
|
$
|
1,781
|
|
|
$
|
1,422
|
|
|
Other
|
|
|
143
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,924
|
|
|
$
|
1,516
|
|
|
3.
|
Major
customer data as a percentage of total revenues:
|
In
2017, the Company had two customers in the United States and the Philippines that amounted 66% and 12%, respectively, of the total
consolidated revenues. In 2016, the Company had two customers in the United States and the Philippines that amounted 62% and 17%,
respectively, of the total consolidated revenues. In 2015, the Company had two customers in the Philippines and Brazil that amounted
to 43% and 14%, respectively, of the total consolidated revenues.
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share
and per share data
NOTE 11: -
|
SELECTED STATEMENTS OF OPERATIONS DATA (Cont.)
|
|
c.
|
Financial
income (expenses), net:
|
|
|
|
Years ended December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Income:
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
572
|
|
|
$
|
489
|
|
|
$
|
229
|
|
|
Foreign currency exchange gain
|
|
|
215
|
|
|
|
424
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
787
|
|
|
|
913
|
|
|
|
265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank charges
|
|
|
(58
|
)
|
|
|
(23
|
)
|
|
|
(23
|
)
|
|
Foreign currency exchange loss
|
|
|
(340
|
)
|
|
|
(74
|
)
|
|
|
(675
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(398
|
)
|
|
|
(97
|
)
|
|
|
(698
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
389
|
|
|
$
|
816
|
|
|
$
|
(433
|
)
|
|
d.
|
Net
income (loss) per Ordinary Share:
|
The
following table sets forth the computation of basic and diluted net income (loss) per Ordinary Share:
|
|
|
Years ended December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for basic net income (loss) per Ordinary Share
|
|
$
|
2,901
|
|
|
$
|
1,915
|
|
|
$
|
(923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options and warrants issued to grantees and investors, respectively
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for dilutive net income (loss) per Ordinary Share
|
|
$
|
2,901
|
|
|
$
|
1,915
|
|
|
$
|
(923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for dilutive net income (loss) per Ordinary Share - weighted average number of Ordinary Shares
|
|
|
12,039,176
|
|
|
|
10,406,897
|
|
|
|
8,572,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options and warrants issued to grantees and investors, respectively
|
|
|
312,390
|
|
|
|
372,650
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted net income (loss) per Ordinary Share - adjusted weighted average number of Ordinary Shares
|
|
|
12,351,566
|
|
|
|
10,779,547
|
|
|
|
8,572,681
|
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 12: -
|
RELATED PARTY BALANCES AND TRANSACTIONS
|
|
a.
|
The
Company carries out transactions with related parties as detailed below. Certain principal
shareholders of the Company, which as of December 31, 2017, have joint ownership of approximately
25% in the Company’s equity, are also principal shareholders of affiliates known as the
RAD-BYNET Group.
|
|
1.
|
The
Company was a party to a distribution agreement with Bynet Electronics Ltd. (“BYNET”),
a related party, giving BYNET the exclusive right to distribute the Company’s products
in Israel.
|
Revenues
related to this distribution agreement are included in Note 12f below as “revenues”. No revenues from such distribution
agreement were recorded during the year ended December 31, 2017 and 2016. For the year ended December 31, 2015, revenues aggregated
a total amount of $62.
|
2.
|
The
Company is a party to a reseller agreement with Allot Communications Inc, (“Allot”),
a company to which the Company’s controlling shareholder is an interested party,
giving Allot the right to distribute the Company’s products.
|
Revenues
related to this reseller agreement are included in Note 12f below as “revenues”. For the years ended December 31, 2017,
2016 and 2015, revenues aggregated a total amount of $31, $139 and $107, respectively.
|
3.
|
Certain
premises occupied by the Company and its U.S. subsidiary are rented from related parties
(see also Note 8b). The U.S. subsidiary also sub-leases certain premises to a related
party. The aggregate net amounts of lease and maintenance expenses were $807, $604 and
$411 in 2017, 2016 and 2015, respectively. Such amounts expensed by the Company are disclosed in Note 12f below as part of “Expenses”.
|
|
4.
|
Certain
entities within the RAD-BYNET Group provide the Company and its U.S. subsidiary with
administrative and IT services. Such amounts expensed by the Company are disclosed in
Note 12f below as part of “Expenses” and “Capital expenses”.
|
|
5.
|
During
2016, the Company renovated its Israeli located offices. The lessor, which is considered
a related party, committed to participate in the renovation and reimburse expenses of
up to $730. As of December 31, 2016, there is a balance to receive related to such renovation
and reimbursed expenses of $585 which is disclosed in Note 12e below as part of “Other
accounts receivable and prepaid expenses”.
|
RADCOM
LTD. AND ITS SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
U.S.
dollars in thousands, except share and per share data
NOTE 12: -
|
RELATED PARTY BALANCES AND TRANSACTIONS (Cont.)
|
|
b.
|
The
Company’s executive chairman of the Board (the “Executive Chairman”) since
September 10, 2015 is, among other things, also the life partner of the Company’s former
chairman of the Board, a currently serving director and a controlling shareholder of the
Company. The Executive Chairman is entitled to a fixed monthly salary. During the years
ended December 2017 and 2016 and the period since September 10, 2015 to December 31,
2015 the Company recorded salary expenses with respect to the Executive Chairman in the
amount of $183, $180 and $30, respectively.
|
In
addition, during 2015 and before such nomination the Company recorded expenses in the amount of $24 per a then effective consultant
agreement which was terminated on September 10, 2015.
|
c.
|
Since
2015, the Company entered several agreements with Amdocs to sell its solution, pursuant
to which the Company recorded revenues in the amount of $24,528 and $18,322, out of which
an amount of $24,528 and $18,310 related to the AT&T Engagement and its related agreements
during the years ended December 31, 2017 and 2016, respectively (See also Note 1b). The
Company’s controlling shareholder and director serves as a director in Amdocs.
|
|
d.
|
As
described in Note 10b1, on May 25, 2016, the Company closed its follow-on public offering
at a price of $11.00 per share, pursuant to which an aggregate net amount of $21,279
was raised. The Company’s controlling shareholder and director invested $2,200
for the purchase of 200,000 Ordinary Shares in such public offering.
|
|
e.
|
Balances
with related parties:
|
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables, net
|
|
$
|
14,329
|
|
|
$
|
952
|
|
|
Other accounts receivable and prepaid expenses
|
|
$
|
2
|
|
|
$
|
588
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
$
|
63
|
|
|
$
|
169
|
|
|
Other accounts payables and accrued expenses
|
|
$
|
140
|
|
|
$
|
92
|
|
|
Advances from customers
|
|
$
|
-
|
|
|
$
|
1,880
|
|
RADCOM LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share
and per share data
NOTE 12: -
|
RELATED PARTY BALANCES AND TRANSACTIONS (Cont.)
|
|
f.
|
Transactions
with related parties:
|
|
|
|
Year ended December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
24,559
|
|
|
$
|
18,461
|
|
|
$
|
169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
201
|
|
|
$
|
210
|
|
|
$
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development, net
|
|
$
|
371
|
|
|
$
|
224
|
|
|
$
|
244
|
|
|
Sales and marketing, net
|
|
$
|
217
|
|
|
$
|
142
|
|
|
$
|
118
|
|
|
General and administrative
|
|
$
|
293
|
|
|
$
|
250
|
|
|
$
|
93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenses
|
|
$
|
9
|
|
|
$
|
21
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-------------------------------
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