UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year endedDecember 31, 20172023

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report ____________

 

Commission file number 0-29452

 

RADCOM LTD.

(Exact Name of Registrant as Specified in its Charter)

 

N/A

(Translation of Registrant’s Name into English)

 

Israel

(Jurisdiction of Incorporation or Organization)

 

24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel

(Address of Principal Executive Offices)

 

Mr. Yaron RavkaieMs. Hadar Rahav

(+972) 77-774-50603-645-5055 (tel), / (+972) 3-647-4681 (fax)

24 Raoul Wallenberg Street, Tel Aviv 69719, Israel

(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:

 

Title of Each Class Trading Symbol(s)Name of Each Exchange on Which
Registered
Ordinary Shares, NIS 0.20 par value per share RDCMNasdaq Capital Market

 

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, 2017,2023, there were 13,409,97515,307,732 ordinary shares outstanding, NIS 0.20 par value per share, outstanding.share.

  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

 

Yes No 

 

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.  

 

Yes No 

 

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.  

 

Yes No 

 

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).  

 

Yes No 

 

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.

 

Large Accelerated Filer Accelerated Filer Non-Accelerated Filer
  Emerging Growth Company

 

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 standardsstandards† provided pursuant to Section 13(a) of the Exchange Act.

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 

Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant elected to follow.

 

Item 17

 

Item 18

 

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).  

 

Yes No 

 

 

 

 

 

 

INTRODUCTION

 

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.

 

Omni-Q® is our onlyWe have registered trademark.with the United States Patent and Trademark Office, or USPTO, and hold the trademark “RADCOM” in the United States. All other trademarks and trade names appearing in this Annual Report are owned by their respective holders.

Below are definitions of certain technical terms that are used throughout this Annual Report that are important for understanding this Annual Report.

GLOSSARY OF TECHNICAL INDUSTRY TERMS

3G3G (also known as UMTS) is the third generation of wireless mobile telecommunications technology. This is based on a set of standards used for mobile devices and mobile telecommunications use services and networks that comply with the International Mobile Telecommunications -2000 (IMT-2000) specifications by the International Telecommunication Union.
4G4G (also known as LTE) is the fourth generation of wireless mobile telecommunications technology, succeeding 3G. In March 2008, the International Telecommunications Union-Radio communications sector (ITU-R) specified a set of requirements for 4G standards, named the International Mobile Telecommunications Advanced (IMT-Advanced) specification. On December 6, 2010, ITU-R recognized that other technologies that go beyond-3G technologies that do not fulfill the IMT-Advanced requirements, could be considered “4G”, provided they represent forerunners to IMT-Advanced compliant versions and “a substantial level of improvement in performance and capabilities with respect to the initial third generation systems now deployed.”
CDRCall Detail Record is a data record containing metadata that describes a specific instance of a telecommunication transaction, but does not include the content of that transaction. A call detail record can include such data as the phone numbers of both the calling and receiving parties, the start time and duration of that call.
CEMCustomer Experience Management. A solution to support the strategy that focuses the operations and processes of a business around the needs of the individual customer.

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CSPCommunication Service Provider. Includes all service providers offering telecommunication services or some combination of information and media services, content, entertainment and applications services over communication networks. CSPs include the following categories: Telecommunications carrier and cable service provider.
GSMGlobal System for Mobile Communications is a standard developed by the European Telecommunications Standards Institute (ETSI) to describe the protocols for second-generation (2G) digital cellular networks used by mobile phones, first deployed in Finland in July 1991.
HSPAHigh-Speed Packet Access. An amalgamation of two mobile protocols, High-Speed Downlink Packet Access (HSDPA) and High-Speed Uplink Packet Access (HSUPA), that extends and improves the performance of existing 3G mobile telecommunication networks using the WCDMA protocols. A further improved 3rd Generation Partnership Project (3GPP) standard, Evolved High-Speed Packet Access (also known as HSPA+), was released late in 2008.
IMSIP Multimedia Subsystem. An internationally recognized standard defining a generic architecture for offering Voice Over IP and multimedia services to multiple-access technologies.
IoTInternet of Things. Internet of things is the internetworking of physical devices (also referred to as “connected devices” and “smart devices”), vehicles, buildings, and other items embedded with electronics, software, sensors, actuators, and network connectivity that enable these objects to collect and exchange data. IoT is expected to offer advanced connectivity of devices, systems, and services that goes beyond machine-to-machine (M2M) communications and covers a variety of protocols, domains, and applications
IPInternet Protocol. The Internet Protocol is the method or protocol by which data is sent from one computer to another on the Internet.
KPIKey Performance Indicators. A set of quantifiable measures that a company uses to gauge its performance over time.
KQIKey Quality Indicators are used to gauge the quality of service and can relate to both customer service and technological issues.
LTELong Term Evolution. LTE is a set of enhancements to the UMTS which was introduced in 3GPP Release 8. Much of 3GPP Release 8 focuses on adopting 4G mobile communications technology, including an all-IP flat networking architecture.
LTE-ALong Term Evolution – Advanced. A mobile communication standard and a major enhancement of the LTE standard. LTE-A is a standard for high-speed wireless communication for mobile phones and data terminals, based on the GSM/EDGE and UMTS/HSPA technologies.
M2MMachine-2-Machine. Direct communication between devices using any communications channel, including wired and wireless. Typically, M2M refers to isolated instances of device-to-device communication, and IoT refers to a grander scale, synergizing software stacks to automate and manage communications between multiple devices.

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MANONFV Management and Orchestration (MANO) is the ETSI-defined framework for the management and orchestration of all resources in the cloud network. This includes computing, networking, storage and virtual machine (VM) resources.
NFVNetwork Function Virtualization. NFV is a software-centric design approach for building complex information technology (IT) networks and applications, particularly for use by CSPs.  NFV virtualizes entire classes of network functions into building blocks that may be connected, or chained together to create services in software-based, virtualized network environments.  NFV offers a new way to design, deploy and manage networking services. NFV decouples network functions, such as network address translation (NAT), firewalling, intrusion detection, domain name service (DNS), caching, etc., from proprietary hardware appliances, so that these functions can run as virtualized software applications. It is designed to consolidate and deliver the networking components needed to support a fully virtualized infrastructure – including virtual servers, storage and even other networks.  It utilizes standard IT virtualization technologies that run on high-volume service, switch and storage hardware to virtualize network functions. It is applicable to any data plane processing or control plane function in both wired and wireless network infrastructures.
ONAPOpen Network Automation Platform.  A comprehensive platform for real-time, policy-driven orchestration and automation of physical and virtual network functions.
OSSOperational Support System. A suite of programs that enables the enterprise to monitor, analyze and manage a network system. Used in general to mean a system that supports an organization’s network operations.
OSSiiOperations Support Systems interoperability initiative. The initiative has Ericsson, Huawei and Nokia as initiating parties. A system enabling easier interoperability between OSS systems, reducing overall OSS integration costs and enabling shorter time-to-market.
ProtocolA specific set of rules, procedures or conventions governing the format, means and timing of transmissions between two devices.
QoEQuality of Experience. A measure of a customer’s experiences with a service (web browsing, phone call, TV broadcast, call to a call center), focuses on the entire service experience, and is a more holistic evaluation than the more narrowly focused user experience (focused on a software interface) and customer-support experience (support focused).
SessionA lasting connection between a user (or a user agent) and a peer, typically a server, usually involving the exchange of many packets between the user’s computer and the server. A session is typically implemented as a layer in a network protocol.
SDNSoftware-Defined Networking. An approach to computer networking that allows network administrators to programmatically initialize, control, change, and manage network behavior dynamically via open interfaces and abstraction of lower-level functionality.

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SIGTRANThe name, derived from signaling transport, of a defunct Internet Engineering Task Force (IETF) working group that produced specifications for a family of protocols that provide reliable datagram service and user layer adaptations for Signaling System 7 (SS7) and ISDN communications protocols. The SIGTRAN protocols are an extension of the SS7 protocol family and are used today together with IMS.
TCPTransmission Control Protocol. TCP provides a reliable stream delivery and virtual connection service to applications through the use of sequenced acknowledgment with retransmission of packets when necessary. It is one of the core protocols of the IP Suite. TCP is one of the two original components of the suite (the other being IP), so the entire suite is commonly referred to as TCP/IP. Whereas IP handles lower-level transmissions from computer to computer as a message makes its way across the Internet, TCP operates at a higher level, concerned only with the two end systems, for example a Web browser and a Web server.
Triple PlayA marketing term for the provisioning of the three services: high-speed Internet, television (Video on Demand or regular broadcasts) and telephone service over a single broadband connection.
UMTSUniversal Mobile Telecommunications Service. A third-generation digital high-speed wireless technology for packet-based transmission of text, digitized voice, video, and multimedia that is the successor to GSM.
VM-to-VMVirtual Machine-to-Virtual Machine. communications. In a physical network the communications between functions are between a physical element. In a software-defined network, functions such as network elements are virtual machines. VM-to-VM communication is the line of communication between the different VMs.
VoIPVoice over Internet Protocol (Voice over IP, VoIP and IP telephony) is a methodology and group of technologies for the delivery of voice communications and multimedia sessions over IP networks, such as the Internet.
VoLTEVoice over Long Term Evolution. VoLTE is GSM’s adoption of the “One Voice” initiative, which describes standard configurations for carrying (packet) voice over LTE. VoLTE eliminates the need for 2G/3G voice, the whole problem of multiple networks, certain extra components and costs of devices by carrying the voice over the LTE channel using adaptive multi rate (AMR) coding. Using IMS specifications developed by 3GPP as its basis, GSM has expanded upon the original scope of One Voice work to address the entire end-to-end voice and short message service (SMS) ecosystem by also focusing on roaming and interconnect interfaces, in addition to the interface between customer and network.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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.

iv

 

These forward-looking statements include, but are not limited to:

 

our plans to become the market leader for network visibility and service assurance to leading communication service providers, or CSPs, and increase our sales;

our exposure to military, political and economic instability in the state of Israel, and in particular, the war situation in Israel that was declared by the security cabinet of the state of Israel;

our plans to focus our expansion efforts in tieron Tier 1 and other leading and innovative CSPs in the North American, European, and Asia-Pacific markets and our success in doing so;

our ability to leverage our technology leadership and our cumulative experience to implement one of the largest and most comprehensive network function virtualization, or NFV, deployments;

ourour expectations to maintain our technological advantage over our competitors;

ourour failure to meet any guidance we may give to the public from time to time;

deliveringour ability to successfully deliver and implementing successfullyimplement our solutions to AT&T Services, Inc., or AT&T, Rakuten Mobile, Inc., or Rakuten, and other CSPs;

our ability to identify, market and sell our solutions to CSPs migrating to the NFV,5G, cloud-native virtualized network environments, Long-Term Evolution, or LTE, and Voice over Long-Term Evolution, or VoLTE, and 5G;networks;

ourour ability to release and deploy newly launched product offerings;

the potential continued growth of our workforce, operations and related expenses;

our expectation that the NFVcloud-native virtualized network environments and transition to 5G networks market will continue gaining momentum during 2018;gain momentum;

mobile data services to become a significant revenue source for CSPs;
trendstrends in our industry as a whole and their effect on us; and

increased spending by CSPsour expectations regarding CSPs’ implementation and usage of next-generation services and increased usage of such services and increase of the resulting potential need for service assurance solutions.our solutions and the pace of such implementation and adoption of the 5G technology; and

 

general economic, political, demographic and business conditions worldwide, including geopolitical uncertainty and instability, such as the Russia-Ukraine conflict, the proposed judicial and other legislation by the Israeli government and impact of the terrorist attacks in Israel, on general economic conditions and on our business in the short and long terms.

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. “Item 3.D—Risk FactorsFactors” and in our other filings with the Securities and Exchange Commission.Commission, or the SEC. 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.

 

Summary Risk Factors

The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in Item 3D. of this Annual Report and the other reports and documents filed by us with the SEC.

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.
 v 
We may lose significant market share as a result of intense competition in the market for our existing and future solutions.
The pace at which we grow our business depends on our current and potential customers’ internal processes and decisions regarding the transition to 5G or to fully virtualized networks and our ability to secure new customers. Our expectations regarding the pace of 5G rollout may not materialize.
Disruptions to our information technology, or IT, systems due to system failures or cybersecurity attacks may impact our operations and result in sensitive customer information being compromised, which would materially adversely affect our reputation and business.
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.
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.
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.
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.
Quarterly fluctuations and unpredictability in our results of operations may cause our share price to fluctuate or to decline.
Our gross margins may vary over time and we may not be able to sustain or improve upon our recent levels of gross margin which may have an adverse effect on our future profitability.
Current market conditions, including inflation and recessionary pressures could affect our growth and profitability.
Our sales derived from emerging market countries may be materially adversely affected by economic, exchange rates, regulatory and political developments in those countries.
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.
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.
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.
Cyber-attacks on our customers’ networks involving our products could have an adverse effect on our business.

 

 

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.
Our use of AI, Generative AI, or GenAI, machine learning, or ML, data analytics and similar tools and technologies, or, collectively, AI and Related Tools, as well as applications, features, and functionality that we may introduce in the future, may result in difficulties, including with product development and integration and accuracy of the results and may otherwise not prove efficient or profitable, may not be widely or timely accepted by our customers or the market, may enhance intellectual property, cybersecurity, operational and technological risks, or may otherwise adversely impact our business or operations, or subject us to possible litigation.

Our proprietary technology is difficult to protect and unauthorized use of our proprietary technology by third parties may impair our ability to compete effectively.
Because we received grants from the Israel Innovation Authority, or IIA, we are subject to ongoing restrictions.
We may be subject to claims of infringement of third-party intellectual property which may have an adverse effect on our business.
Prior to 2023 we incurred net losses and we may not sustain profitability in the future.
Our 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.
Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories in connection with the military conflict between Russia and Ukraine.
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 adversely affected by currency fluctuations.

Risks Related to our Ordinary Shares

Wide fluctuations in the market price of our ordinary shares could adversely affect us and our shareholders.
The trading volume of our shares is relatively low, and it may remain low in the future.

Risks Related to Our Location in Israel

Security, political and economic instability in the Middle East in general, and in Israel in particular may harm our business.
Provisions of Israeli law may make it easy for our shareholders to demand that we convene a shareholders meeting, and/or allow shareholders to convene a shareholder meeting without the consent of our management, which may disrupt our management’s ability to run our company.
We currently benefit from government programs that may be discontinued or reduced.
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.
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.
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.

TABLE OF CONTENTS

 

PART I  1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.SELECTED FINANCIAL DATA1
B.CAPITALIZATION AND INDEBTEDNESS3
C.REASONS FOR THE OFFER AND USE OF PROCEEDS3
D.RISK FACTORS3
ITEM 4.INFORMATION ON THE COMPANY19
A.HISTORY AND DEVELOPMENT OF THE COMPANY19
B.BUSINESS OVERVIEW19
C.ORGANIZATIONAL STRUCTURE32
D.PROPERTY, PLANTS AND EQUIPMENT33
ITEM 4A.UNRESOLVED STAFF COMMENTS33
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS33
A.OPERATING RESULTS36
B.LIQUIDITY AND CAPITAL RESOURCES42
C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES47
D.TREND INFORMATION47
E.OFF–BALANCE SHEET ARRANGEMENTS47
F.TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS47
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES48
A.DIRECTORS AND SENIOR MANAGEMENT48
B.COMPENSATION51
C.BOARD PRACTICES53
D.EMPLOYEES57
E.SHARE OWNERSHIP58
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS59
A.MAJOR SHAREHOLDERS59
B.RELATED PARTY TRANSACTIONS60
C.INTERESTS OF EXPERTS AND COUNSEL62
ITEM 8.FINANCIAL INFORMATION62
A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION62
B.SIGNIFICANT CHANGES62
ITEM 9.THE OFFER AND LISTING63
A.OFFER AND LISTING DETAILS63
B.PLAN OF DISTRIBUTION63
C.MARKETS63
D.SELLING SHAREHOLDERS63
E.DILUTION63
F.EXPENSES OF THE ISSUE63

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ITEM 10.ADDITIONAL INFORMATION64
A.SHARE CAPITAL64
B.MEMORANDUM AND ARTICLES OF ASSOCIATION64
C.MATERIAL CONTRACTS70
E.TAXATION70
F.DIVIDENDS AND PAYING AGENTS77
G.STATEMENT BY EXPERTS77
H.DOCUMENTS ON DISPLAY78
I.SUBSIDIARY INFORMATION78
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK78
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES78
    
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[RESERVED]1
B.CAPITALIZATION AND INDEBTEDNESS1
C.REASONS FOR THE OFFER AND USE OF PROCEEDS1
D.RISK FACTORS1
ITEM 4.INFORMATION ON THE COMPANY17
A.HISTORY AND DEVELOPMENT OF THE COMPANY17
B.BUSINESS OVERVIEW17
C.ORGANIZATIONAL STRUCTURE33
D.PROPERTY, PLANTS AND EQUIPMENT33
ITEM 4A.UNRESOLVED STAFF COMMENTS33
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS33
A.OPERATING RESULTS35
B.LIQUIDITY AND CAPITAL RESOURCES39
C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.41
D.TREND INFORMATION41
E.CRITICAL ACCOUNTING ESTIMATES41
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES44
A.DIRECTORS AND SENIOR MANAGEMENT44
B.COMPENSATION47
C.BOARD PRACTICES49
D.EMPLOYEES52
E.SHARE OWNERSHIP52
F.ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION52
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS52
A.MAJOR SHAREHOLDERS52
B.RELATED PARTY TRANSACTIONS55
C.INTERESTS OF EXPERTS AND COUNSEL56
ITEM 8.FINANCIAL INFORMATION57
A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION57
B.SIGNIFICANT CHANGES57

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ITEM 9.THE OFFER AND LISTING57
A.OFFER AND LISTING DETAILS57
B.PLAN OF DISTRIBUTION57
C.MARKETS57
D.SELLING SHAREHOLDERS57
E.DILUTION57
F.EXPENSES OF THE ISSUE57
ITEM 10.ADDITIONAL INFORMATION58
A.SHARE CAPITAL58
B.MEMORANDUM AND ARTICLES OF ASSOCIATION58
C.MATERIAL CONTRACTS58
D.EXCHANGE CONTROLS59
E.TAXATION59
F.DIVIDENDS AND PAYING AGENTS67
G.STATEMENT BY EXPERTS67
H.DOCUMENTS ON DISPLAY67
I.SUBSIDIARY INFORMATION67
J.ANNUAL REPORT TO SECURITY HOLDERS67
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK68
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES68
PART II  7969
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES7969
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS7969
ITEM 15.CONTROLS AND PROCEDURES7969
ITEM 16.[RESERVED]70
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT8070
ITEM 16B.CODE OF ETHICS8070
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES8170
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES8171
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS8171
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT8171
ITEM 16G.CORPORATE GOVERNANCE8171
ITEM 16H.MINE SAFETY DISCLOSURE8373
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS73
ITEM 16J.INSIDER TRADING POLICIES73
ITEM 16K.CYBERSECURITY73
    
PART III  84F-1
ITEM 17.FINANCIAL STATEMENTS84
ITEM 18.FINANCIAL STATEMENTS84
ITEM 19.EXHIBITS85

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ITEM 17.FINANCIAL STATEMENTSF-1
ITEM 18.FINANCIAL STATEMENTSF-1
ITEM 19.EXHIBITS75

ii

 

 

PART I

 

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

ITEM 3.KEY INFORMATION

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.

 

ITEM 3. KEY INFORMATION

 1A.[RESERVED.]

 

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 

 2B.

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.

   

 D.RISK FACTORS

 

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.

3

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%76% of our revenue in fiscal 2017 and 79% in fiscal 2016.year 2023. 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.

 

We may lose significant market share as a result of intense competition in the market for our existing and future solutions.

Several companies compete with us in the market for service assurance and Customer Experience Management and Service Operations Center that offer cloud-native, software-based, virtualized service assurance 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 networks 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.

1

The pace at which we grow our business depends on our current and potential customers’ internal processes and decisions regarding the transition to 5G or to fully virtualized networks and our ability to secure new customers. Our expectations regarding the pace of 5G rollout may not materialize.

The pace of transition to 5G and timeframe for reaching a mature infrastructure for 5G is dependent on CSPs’ internal decisions regarding 5G technology implementation, timing, nature of virtualization and budgeting. Such decisions may be affected by the overall pace of 5G deployment in the industry as well as by other technology trends such as the transition to fully virtualized cloud-native networks. Our ability to grow our business is further dependent on our ability to secure new customers. To the extent that CSPs will not choose our solution, the pace in which we could grow of our business may be adversely affected.

The pace at which we deploy our solutions is directly affected by the pace of CSPs’ internal processes and the pace of maturation of the 5G market. To the extent that CSPs require more time to reach the decision to virtualize, decide to delay virtualization while the market develops, elect not to deploy 5G, or to delay the transition to fully virtualized cloud-native networks our sales cycles may lengthen, and the growth of our business may be adversely affected.

We believe that most of the industry’s leading CSPs will rollout 5G networks which will in turn promote the adoption of cloud-native, software-based, virtualized network solutions. Our expectation is that the market for our solutions will materialize and gain momentum as a result. However, our expectations may not be correct, and the actual pace of cloud-native, software-based, virtualized network transformation and/or 5G rollout may take longer than we anticipate or may not occur at all. If the demand for cloud-native, software-based, virtualized network does not continue to grow or the 5G rollout does not materialize, our business, financial condition and results of operations may suffer.

Disruptions to our IT systems due to system failures or cybersecurity attacks may impact our operations, result in sensitive customer information being compromised, which would negatively materially adversely affect our reputation and business.

We believe that an appropriate IT infrastructure is important in order to support our daily operations and the growth of our business. If we experience difficulties in implementing new or upgraded information systems or experience significant system failures, or if we are unable to successfully modify our management information systems or respond to changes in our business needs, we may not be able to effectively manage our business, and we may fail to meet our reporting obligations. Additionally, if our current business continuity plan, back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event of a crisis, which may materially adversely affect our business and results of operations.

In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data. Although we have invested in measures to reduce these risks, we can provide no assurance that our current IT systems are fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. Legislative or regulatory action in these areas is also evolving, and we may be unable to adapt our IT system to accommodate these changes. We have experienced and expect to continue to experience attempted cyberattacks of our IT networks. Although none of these attempted cyberattacks has had a material adverse effect on our operations or financial condition thus far, we cannot guarantee that any such incidents will not have a material adverse effect on our operations or financial condition in the future. Furthermore, a cyberattack that bypasses our IT security systems, causing an IT security breach, could lead to a material disruption of our information systems, the loss of business information and loss of service to our customers. Additionally, we have access to sensitive customer information in the ordinary course of business. If a significant data breach occurs and we lose customer information, our reputation may be materially and adversely affected, our customers’ confidence in us may be diminished, or we may be subject to legal claims, any of which may contribute to the loss of customers and have a material adverse effect on our business and result of operations. In addition, the continued worldwide threat of terrorism and heightened security in response to such threat may cause further disruptions and create further uncertainties or may otherwise materially adversely affect our business. To the extent that such disruptions or uncertainties result in delays or cancellations of customer orders, or in theft, destruction, loss, misappropriation or release of our confidential data or our intellectual property, our business and results of operations could be materially and adversely affected.

2

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,among others, 5G, Internet of Things, or IoT, 4G cellular, Triple Play networks VoLTE, 5G and IoT.Voice over Long Term Evolution, or VoLTE. 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.investment budgets. 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 cloud-native networks on private and public clouds, 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.rollout 5G networks and cloud-native virtualized networks. 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 arisescloud-native virtualized networks arise 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 onThe market for our ability to developsolutions is characterized by rapidly changing technology 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 couldwe 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 require us to constantly adapt and improve our solutions to meet changing industry requirements. If we are unable to develop sustainable customer relationships,stay ahead of industry trends or to meet customers’ expectationstimely and successfully complete the development of solutions supporting new standards and technologies such as 5G, our business may be affected as new requirements could reduce or shift the market for our solutions or require us to develop new solutions. 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 providingtechnology, 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 related services.

on a timely basis, will be significant factors in our ability to remain competitive. 

4

 

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.

 

3

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. Similarly, some of our contracts may contain change in control provisions which may have an adverse effect on our business and results if exercised following a change in control transaction or, in the alternative, may act as an impediment to certain change in control transactions.

  

Our strategy to focus most of our sales efforts on Tier 1, Greenfield Operators and other leading CSPs in the North American, European and select other markets may not be successful.

We believe that the significant share of cloud-native, software-based and 5G deployment activity is expected to continue to take place in North America, Europe, selected CSPs in Asia-Pacific and selected 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 focus our sales and marketing resources in such selected markets, we cannot assure the selection of our solutions by Tier 1, CSPs that build new networks from scratch, or Greenfield Operators, or other leading CSPs operating in such markets and therefore we may not be successful in expanding our business as we plan.

Quarterly fluctuations and unpredictability in our results of operations may cause our share price to fluctuate or to decline.

We have 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 including,

the variation in size and timing of individual purchases by our customers and the relatively long sales cycles for our solutions;

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;

competitive conditions in our markets;

the timing of the introduction and market acceptance of new solutions or enhancements by us and by our customers, competitors and suppliers;

changes in the level of operating expenses relative to revenues;

quality problems and supply interruptions;

changes in global or regional economic conditions or in the telecommunications industry;

delays in or cancellation of projects by customers;

changes in the product mix;

the size and timing of approval of grants from the Government of Israel; and

foreign currency exchange rates.

4

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 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 significant impact on our quarterly revenues and results of operations.

In addition, 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 multiple months from the commencement of the engagement and in some extreme cases may take more than twelve months. 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 customer’s order date 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, our results of operations in future quarters could fail to meet the guidance we may from time to time give to the public or the expectations of public market analysts or investors. If this occurs, the price of our ordinary shares may be adversely affected.

Our gross margins may vary over time and we may not be able to sustain or improve upon our recent levels of gross margin which may have an 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, increased price competition, local taxes which may be incurred for direct sales, increased industry consolidation among our customers, which may lead to decreased demand for and downward pricing pressure on our solutions, changes in our customer mix, geographic, product mix, distribution channels, increases in costs such as employment costs or third-party service or component costs, losses on customer contracts, and increases in warranty costs. 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.

Current market conditions, including inflation and recessionary pressures could affect our growth and profitability.

The recent inflation, geopolitical issues, increase in energy costs, high interest rates, unstable global conditions and changes in currency exchange rates have led to global economic instability. Such changes, and their impact on the global macro-economic environment, may result in a slow in the level of investments made by CSPs, including, the transition of CSPs to 5G, which can impact our business, operating results, and financial condition.

Our sales derived from emerging market countries may be materially adversely affected by economic, exchange rates, regulatory and political developments in those countries.

We plan to continue to generate revenue from various emerging market countries which 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.

5

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 may be longer than anticipated. Multiple factors affect the length of the approval and evaluation process, including among others, the time involved for our customers to determine and announce their specifications, the time required for our customers to process approvals for purchasing decisions, the technological priorities and budgets of our customers and the complexity of the solutions involved, and the need for our customers to obtain or comply with any required regulatory approvals. 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 an adverse effect on our ability to sell our solutions, which will materially adversely affect our business, financial condition and results of operations.

We have experienced periods of growth of our business. If we cannot adequately manage our business, our results of operations may suffer.

We cannot be sure 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.  

Our non-competition agreements with our employees and consultants may not be enforceable under applicable law. If any of these employees leaves us and joins a competitor, such 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 and consultants. These agreements prohibit those employees and consultants, while they work for us and for a specified length of time after they cease to work for or provide services to us, from directly competing with us or working for our competitors for a limited period. Under applicable law, we may be unable to enforce these agreements or any part thereof against our employees and consultants, including our Israeli employees and consultants. 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 depend to an extent upon the continuing services of our executive officers and other key employees including our Chief Operating Officer, Hilik Itman, and our Chief Technology Officer, Rami Amit. 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.

6

Competition for highly skilled technical and other personnel is intense, and as a result we may fail to attract, recruit and retain qualified employees, which could materially and adversely impact our business, financial condition and results of operations.

We compete in a market marked by rapidly changing technologies and an evolving competitive landscape.  In order for us to successfully compete and grow, we must attract, recruit, retain and develop personnel with requisite qualifications to provide expertise across the entire spectrum of our intellectual capital and business needs.

Our principal research and development as well as significant elements of our marketing and general and administrative activities are conducted at our headquarters in Israel, where we face significant competition. The high-tech industry in Israel has experienced significant levels of employee attrition and a shortage of skilled human capital, including research and development, marketing, operations and customer service professionals. Although we also engage a talented team in the United States, India and Romania to benefit from the significant pool of talent that is available in such markets, we have also witnessed increased competition in those markets as well during the last year.

Many of the companies with which we compete for qualified personnel have significant resources, and we may not succeed in recruiting additional experienced or professional personnel, retaining personnel or effectively replacing current personnel who may depart with qualified or effective successors.

In addition, as a result of the competition for qualified human resources, the high-tech market has also experienced and may experience in the future significant increases in the levels of salaries and other compensation. Accordingly, our efforts to attract, retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. Furthermore, in making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity they are to receive in connection with their employment. Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly appreciated or significantly decreased in value. In light of the foregoing, there can be no assurance that qualified employees will remain in our employ or that we will be able to attract and retain qualified personnel in the future and failure to do so could have a material adverse effect on our business, financial condition and results of operations.

A regional or global health pandemic could adversely affect our business, results of operations and financial condition due to impacts from remote work arrangements, actions taken to contain the disease or treat its impact and the speed and extent of the recovery.

A regional or global health pandemic, depending upon its duration and severity, could have a material adverse effect on our business. For example, the COVID-19 pandemic had numerous effects on the global economy and governmental authorities around the world implemented measures to reduce the spread of COVID-19. These measures, including shutdowns and “shelter-in-place” orders suggested or mandated by governmental authorities or otherwise elected by companies as a preventive measure, have adversely affected workforces, economies and financial markets, and, along with decreased consumer spending, led to an economic downturn in many markets.

To the extent COVID-19 or any other pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk factors” section.

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.

7

Cyber-attacks on our customers’ networks involving our products could have an adverse effect on our business.

Maintaining the security of our products which are installed with our customers is a critical issue for us, therefore we invest resources and technologies to better protect our assets. However, security researchers, criminal hackers and other third parties regularly develop new techniques to penetrate computer and network security measures. Cyber-attacks, or other breaches of security on our customers’ networks, may be initiated at any network location or device including initiation through our products. Although we maintain high levels of cyber-security aware development processes, we cannot assure that such attacks, or other breaches of security through our products, will fail and therefore may negatively affect our customers’ business. While we maintain insurance coverage for some of these events, we cannot be certain that our coverage will be adequate for liabilities actually incurred. In addition, these events could also result in damage to our reputation which will further negatively impact our business.

More and more CSPs require us to perform a product hardening in order to prevent security vulnerabilities via our products that may result in security breaches in our customers’ data. Although we dedicate substantial efforts to improve our development processes in order to address the customers’ security requirements, we may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, and we may not be able to fully comply with such requirements, which may cause cancellation of contracts or damages as well as loss of reputation and claims by our CSP customers and may have an adverse effect on our business and financial results. See Item “16.K Cybersecurity” for additional information.

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.  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 we provide for our services 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. Moreover, 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. Any failure of a network in which our solutions are deployed (whether or not our solutions 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.

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. If we have not, or do not in the future, properly integrate software that is subject to such licenses into our solutions or if we utilize open-source software that is subject to licensing terms that are incompatible with our use, we may be required to disclose our own source code to the public or may lose rights to our solutions. Any such requirement to disclose or grant rights in 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.

8

Our use of AI, GenAI, ML, data analytics and similar tools and technologies, or, collectively, AI and Related Tools, as well as applications, features, and functionality that we may introduce in the future, may result in difficulties, including with product development and integration and accuracy of the results and may otherwise not prove efficient or profitable, may not be widely or timely accepted by our customers or the market, may enhance intellectual property, cybersecurity, operational and technological risks, or may otherwise adversely impact our business or operations, or subject us to possible litigation.

As we continue to diversify our product offerings, we may utilize AI and Related Tools in connection with our business and in our solutions. We have begun to include GenAI capabilities through our RADCOM ACE portfolio and as part of our RADCOM AIM (AI Framework). Given the short time that has elapsed since GenAI became commercially viable, and the rapid pace of change in the GenAI space, we have limited experience with GenAI and may experience any number of difficulties including with respect to product development and integration with our existing offerings and IT systems, or accuracy of the results. Additionally, there are significant risks involved in utilizing AI and Related Tools and no assurance can be provided that the usage of such AI and Related Tools will enhance our business, the business of our customers, or assist us in being more efficient or profitable. Further, AI and Related Tools may have errors or inadequacies that are not easily detectable. For example, certain AI and Related Tools may utilize historical telecom related data in their analytics. To the extent that such historical data is not indicative of the current or future conditions in the sector, or the AI and Related Tools fail to filter biases in the underlying data or collection methods, the usage of AI and Related Tools may lead us or our customers to make determinations on behalf of our products or our customers’ business that are based on such flawed data, including decisions, that may have an adverse effect. If AI and Related Tools are incorrectly designed or the data used to train them is incomplete, inadequate or biased in some way, use of AI and Related Tools may inadvertently reduce efficiency or cause unintentional or unexpected outputs that are incorrect, do not match our or our customers’ business goals, do not comply with our or our customers’ policies or interfere with the performance of our or our customers’ products, services, business and reputation.

Additionally, there can be no assurance that any GenAI or other AI and Related Tool solutions we develop will be adopted by the market, or be profitable or viable. Our limited experience with respect to GenAI offerings could limit our ability to successfully bring new GenAI and other AI and Related Tool solutions and offerings to market or adapt to market changes. If we are unsuccessful in developing, integrating and offering GenAI and other AI and Related Tool solutions, our business, results of operations and financial condition could be adversely affected.

In addition, the use of AI and Related Tools may enhance intellectual property, cybersecurity, operational and technological risks. The technologies underlying AI and Related Tools and their use cases are subject to a variety of laws, including intellectual property, privacy, consumer protection and federal equal opportunity laws. If we do not have sufficient rights to use the data on which AI and Related Tools rely, we may incur liability through the violation of such laws, third-party privacy or other rights or contracts to which we are a party. Furthermore, the technologies underlying AI and Related Tools are complex and rapidly developing, and as a result, it is not possible to predict all of the legal, operational or technological risks related to the use of AI and Related Tools. Moreover, AI and Related Tools are the subject of evolving review by various governmental and regulatory agencies, including the SEC, and the U.S. Federal Trade Commission and European Union regulatory bodies, and changes in laws, rules, directives and regulations governing the use of AI and Related Tools may adversely affect the ability of our business to use AI and Related Tools.

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 nine registered patents and one pending patent application. However, 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.

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In addition, acquisitions such as our recent acquisition of Continual Ltd., or Continual, could result in, among other things, substantial cash expenditures, potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, a decrease in our profit margins, and amortization of intangibles and potential impairment of goodwill.

If the implementation of our growth strategy by acquiring other businesses will result in operational disruption, our business, financial condition and results of operations could be adversely affected.

Because we received grants from the IIA, we are subject to ongoing restrictions.

We have received an aggregate of $50.2 million in royalty-bearing grants 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. We are committed to pay royalties with respect to aforesaid grants until 100% of the U.S. dollar-linked grant plus annual London Interbank Offered Rate, or LIBOR, interest is repaid, or, as outlined below, according to Secured Overnight Financing Rate, or the SOFR. Nonetheless, the amount of royalties that we may be required to pay, may be higher in certain circumstances, such as when the manufacturing activity or know how is transferred outside of Israel. In September 2021, the Bank of Israel, which determines annual interest rates, published a directive which stated that annual interest at a variable rate linked to the LIBOR rate for loans in U.S. dollars will be replaced by SOFR, in June 2023. Grants received from the IIA before June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, and grants received from the IIA after June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, until December 31, 2023, and as of January 1, 2024, bear an annual interest rate based on the 12-month SOFR, or at an alternative rate published by the Bank of Israel, with the addition of 0.72%. Grants approved after January 1, 2024 will bear the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%.

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.

Prior to 2023 we incurred net losses and we may not sustain profitability in the future.

In 2023, we achieved net income of approximately $3.7 million while in 2022 and 2021, we incurred net losses of approximately $2.3 million and $5.3 million, respectively. We may be unable to sustain profitability or may again incur losses in the future, which could materially affect our cash and liquidity and could adversely affect the value and market price of our ordinary shares.

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Our 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 96 % of our sales in 2023, 97% of our sales in 2022 and 94% of our sales in 2021 were generated outside of Israel. 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 further 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:

legal, language and cultural differences in the conduct of business;

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;

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;

insufficient measures to ensure that we design, implement, and maintain adequate controls over our financial processes and reporting in the future;

our failure to adhere to laws, regulations, and contractual obligations relating to customer contracts in various countries;

our inability to maintain a competitive list of distributors and resellers for indirect sales;

economic and political instability in foreign market, including tariffs and other trade barriers (such as in response to the Russia and Ukraine conflict);

wars, acts of terrorism and political unrest (including the current conflict between Russia and Ukraine);

lack of integration of foreign operations;

currency fluctuations;

variations in effective income tax rates among countries where we conduct business;

potential foreign and domestic tax consequences and withholding taxes that limit the repatriation of earnings;

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;

laws and business practices favoring local competitors;

longer accounts receivable payment cycles and possible difficulties in collecting payments; and

failure to meet certification requirements.

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.

Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories in connection with the military conflict between Russia and Ukraine.

We conduct our business in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, and other relevant governmental authorities. Accordingly, our business may be adversely affected by sanctions, export controls and similar measures targeting Russia and other countries and territories in response to Russia’s military conflict in Ukraine, including by indefinite suspension of operations in Russia, dealings with Russian entities, preventing us from performing existing contracts, recognizing revenue, pursuing new business opportunities or receiving payment for products already supplied or services already performed with customers. Depending on the extent and breadth of sanctions, export controls and other measures that may be imposed in connection with the conflict in Ukraine, it is possible that our business and results of operations could be materially adversely affected.

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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 adversely affected 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 Euro, Brazilian real, and other currencies. Our 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 Brazilian real, 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.

We incur expenses in different currencies, including U.S. dollars and NIS, but our financial statements are denominated in U.S. dollars. U.S. dollars is our functional currency and is the currency that represents the principal economic environment in which we operate. As a result, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk. As a result, we are exposed to the risk that the NIS may appreciate relative to the dollar, or, if the NIS instead devalues relative to the dollar, that the inflation rate in Israel may exceed such rate of devaluation of the NIS, or that the timing of such devaluation may lag behind inflation in Israel. In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected.

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, 2023, and March 27, 2024, our ordinary shares’ closing price on the Nasdaq Capital Market, or the Nasdaq, was as high as $11.87 and as low as $7.58 per share. As of March 27, 2024, the closing price of our ordinary shares on Nasdaq was $10.80 per share. The market price of our ordinary shares has been and is likely to continue to be volatile and could be subject to wide fluctuations in response to numerous factors, including the other risks identified in this “Item 3.D—Risk Factors”.

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.

The trading volume of our shares is relatively low, and it may remain 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. This low trading volume may also result in greater share price volatility as result of short trading activities or the acquisition or disposition of shares by any single larger or institutional shareholder.

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Risks Related to Our Location in Israel

Security, political and economic instability in the Middle East in general, and in Israel in particular may harm our business.

We are incorporated under the laws of the State of Israel, and our principal offices and research and development facilities are located in Central Israel. Accordingly, security, political and economic conditions in the Middle East in general, and in Israel in particular, may directly affect our business. Any armed conflicts, political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could affect adversely our operations. Ongoing and revived hostilities in the Middle East or other Israeli political or economic factors, could harm our operations and solution development and cause any future sales to decrease.

On October 7, 2023, the terrorist organization Hamas launched a terrorist attack on Israel, which resulted in a state of war in Israel, and a number of our employees being called-up to military reserve service, as further detailed below. Although the October 7 attack and the ongoing war with Hamas, had minimal impact on our overall business activities and operations, further escalation of the current events, including adverse development in the armed conflict with the terrorist organization Hezbollah, or deterioration of relations between Israel and other countries in the Middle East or elsewhere, might require business or operational adjustments, which might result in additional costs and potential disruptions to our operations, as well as potential losses of revenue and may have a material adverse effect on our business. Moreover, we cannot predict how this war will ultimately affect Israel’s economy in general, which may involve a downgrade in Israel’s credit rating by rating agencies (such as the recent downgrade by Moody’s of its credit rating of Israel from A1 to A2, as well as the downgrade of its outlook rating from “stable” to “negative”).

Furthermore, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty for substantial periods of time. In response to the October attack and the ensuing war that followed along with the increases in terrorist activity, the Israeli army has exercised significant call-ups of military reservists, for substantial periods. It is possible that there will be additional military reserve duty call-ups in the future. As of March 27, 2024, only one of our employees has been called to service, and none of our executive management. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition and results of operations.

In addition, during 2023, the Israeli government pursued extensive changes to Israel’s judicial system. This sparked extensive political debate and protests. In response to the foregoing developments, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel, including due to reluctance of foreign investors to invest or transact business in Israel, increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in the Israeli macroeconomic conditions. To the extent that the Israeli government would further pursue such extensive changes to Israel’s judicial system and any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to hire and preserve our employees and to raise additional funds, if deemed necessary by our management and board of directors.

Provisions of Israeli law may make it easy for our shareholders to demand that we convene a shareholders meeting, and/or allow shareholders to convene a shareholder meeting without the consent of our management, which may disrupt our management’s ability to run our company.

Section 63(b) of the Israeli Companies Law, 5759-1999, or the Israeli Companies Law, may allow any one or more of our shareholders holding at least 10% of our voting rights to demand that we convene an extraordinary shareholders meeting. Also, in the event that we choose not to convene an extraordinary shareholders meeting pursuant to such a request, Sections 64-65 of the Israeli Companies Law provide, among others, that such shareholders may independently convene an extraordinary shareholders meeting within three months (or under court’s ruling) and require us to cover the costs, within reason, and as a result thereof, our directors might be required to repay us such costs. If our shareholders decide to exercise these rights in a way inconsistent with our management’s strategic plans, our management’s ability to run our company may be disrupted, and this process may entail significant costs to us.

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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, 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.

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 but one 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 regarding compensation of officers, related party transactions, 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), and other matters.

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”.

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General Risk Factors

Natural disasters and other events beyond our control could harm our business. 

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a negative effect on us. Our business operations are subject to interruption by natural disasters, flooding, fire, power shortages, pandemics such as the recent spread of the coronavirus, terrorism, political unrest, telecommunications failure, vandalism, cyber-attacks, geopolitical instability, war, the effects of climate change (such as drought, wildfires, increased storm severity and sea level rise) and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our solutions and services to our customers, could decrease demand for our solutions and services, and could cause us to incur substantial expense.

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.sector. 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.

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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:

the variation in size and timing of individual purchases by our customers;
seasonal factors that may affect capital spending by customers, such as the varying fiscal year-ends of customers;
the relatively long sales cycles for our solutions;
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;
competitive conditions in our markets;
the timing of the introduction and market acceptance of new solutions or enhancements by us and by our customers, competitors and suppliers;
changes in the level of operating expenses relative to revenues;
quality problems;
supply interruptions;

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changes in global or regional economic conditions or in the telecommunications industry;
delays in or cancellation of projects by customers;
changes in the product mix;
the size and timing of approval of grants from the Government of Israel; and
foreign currency exchange rates.

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:

increased price competition;
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;
changes in customer, geographic or product mix;
our ability to reduce and control production costs;
increases in material or labor costs;
excess inventory and inventory holding costs;
obsolescence charges;
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;
changes in distribution channels;
losses on customer contracts; and
increases in warranty costs.

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.

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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:

the time involved for our customers to determine and announce their specifications;
the time required for our customers to process approvals for purchasing decisions;
the complexity of the solutions involved;
the technological priorities and budgets of our customers; and
the need for our customers to obtain or comply with any required regulatory approvals.

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.

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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.

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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:

delays in delivery could interrupt and delay delivery and result in cancellations of orders;
suppliers could increase component prices significantly and with immediate effect;
we may not be able to locate alternatives for such components; and
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.

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.

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In addition, acquisitions could result in, among other things:

substantial cash expenditures;
potentially dilutive issuances of equity securities;
the incurrence of debt and contingent liabilities;
a decrease in our profit margins; and
amortization of intangibles and potential impairment of goodwill.

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, or GDPR. The GDPR imposes through binding guidance by the European Data Protection Board (and supplemented by national laws in individual European Union member states), stringent data protection compliance requirements and provides for significant penalties for noncompliance in Europe. The GDPR created additional compliance obligations applicable to our business and users, which will become effectivecould cause us to change our business practices, and increases financial penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding financial year for the most serious violations, as well as the right to compensation for financial or non-financial damages claimed by any individuals under Article 82 of the GDPR). Compliance with the GDPR is an ongoing process.

Additionally, in May 2018. California the Consumer Privacy Act, or CCPA, provides new data privacy rights for consumers and new operational requirements for companies. Further, the California Privacy Rights Act, or CPRA, significantly modified the CCPA, including adding new privacy rights and increasing regulation on online advertising. Additionally, the CCPA, the CPRA, and other legal and regulatory changes are making it easier for certain individuals to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory changes.

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Use of our solutions could be subject to such new regulation,regulations, 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 risksmay 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.

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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.

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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:

legal, language and cultural differences in the conduct of business;
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;
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;
insufficient measures to ensure that we design, implement, and maintain adequate controls over our financial processes and reporting in the future;
our failure to adhere to laws, regulations, and contractual obligations relating to customer contracts in various countries;
our inability to maintain a competitive list of distributors and resellers for indirect sales;
tariffs and other trade barriers;
economic and political instability in foreign markets;
wars, acts of terrorism and political unrest;
lack of integration of foreign operations;
currency fluctuations;
variations in effective income tax rates among countries where we conduct business;
potential foreign and domestic tax consequences and withholding taxes that limit the repatriation of earnings;
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;
laws and business practices favoring local competitors;
longer accounts receivable payment cycles and possible difficulties in collecting payments; and
failure to meet certification requirements.

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.

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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 we are an accelerated filer under the public float of our ordinary shares exceeded $75 million at June 30, 2017,SEC rules, 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.

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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:

our results of operations;
market conditions or trends in our industry and the global economy as a whole;
political, economic and other developments in Israel and worldwide;
actual or anticipated variations in our quarterly operating results;
announcements by us or our competitors of technological innovations or new and enhanced products;
announcements by us or our competitors of significant contracts or capital commitments;
actual or anticipated variations in our competitors quarterly operating results, and changes in the market valuations of our competitors;
introductions of new products or new pricing policies by us or our competitors;
trends in the telecommunications or software industries, including industry consolidation;
regulatory changes that impact our pricing of solutions and competition in our markets;
acquisitions or strategic alliances by us or others in our industry;
changes in estimates of our performance or recommendations by financial analysts;
operating results that vary from the expectations of financial analysts and investors;
changes in our shareholder base;
changes in status of our intellectual property rights;
future sales of our ordinary shares;
fluctuations in the trading volume of our ordinary shares; and
addition or departure of key personnel.

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.

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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.

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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.

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ITEM 4. INFORMATION ON THE COMPANY

ITEM 4.INFORMATION ON THE COMPANYA.

A.HISTORY AND DEVELOPMENT OF THE COMPANY

 

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., or RADCOM US. 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 2022, we incorporated a wholly-owned subsidiary in Canada, RADCOM Canada Limited, or RADCOM Canada.

 

In the years ended December 31, 2017, 20162023, 2022 and 2015,2021, our capital expenditures were approximately $790,000, $1,331,000,$232,000, $150,000 and $97,000,$437,000 respectively, and were spent primarily on computers and electronic equipment. We have no current significant commitments for capital expenditures.

 

For more information, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding us that has been filed electronically with the SEC.

 B.BUSINESS OVERVIEW

 

Overview

 

We are an assurance expert for telecom operators transitioning to 5G and deploying cloud-native networks. When CSPs seek a solution to assure their network, transition to the cloud, deploy new greenfield networks or deploy a new 5G network, they may select RADCOM as their assurance partner. Chosen by AT&T, DISH Purchasing Corporation, or Dish, Rakuten, and others, we offer an innovative cloud-native assurance solution - RADCOM ACE - that seamlessly integrates into multi-cloud environments. It monitors, analyzes, and delivers real-time subscriber analytics and network insights into how the network performs 24/7. It also provides advanced troubleshooting capabilities to help the operator launch 5G smoothly and ensure customers enjoy a great user experience.

With over 30 years of deep network understanding, we have extensive experience with leading provider of NFV-ready servicetelecom operators globally. We offer advanced cloud-native assurance cloud-native network intelligence solutions for CSPs. We have a strong track-recordlarge-scale networks, providing operators with an innovative, efficient, and on-demand approach to network monitoring that meets the challenges of innovation.assuring the customer experience in the 5G era. Our solution supports any hybrid deployments of public and private clouds as required in the market. 

 

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 5G, Long Term Evolution, or LTE, LTE-A VoLTE, Voice over Wifi, or VoWifi, Voice over NewRadio, or VoNR, IP Multimedia Subsystem, or IMS, Voice over IP, or VoIP, WiFi, VoWiFi, UMTS/GSM and mobile broadband, representing a market opportunity of over $1 billion.

Universal Mobile Telecommunication Service, or UMTS.

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Our solution portfolio enables CSPs to smoothly transitiondeploy 5G networks and those still running or migrating their 4G, 3G, and 2G legacy networks to NFVhave one platform covering their entire network, providing fully cloud-native network intelligence and service assurance. Monitoring 5G SA requires a new approach that supports different options for traffic tapping and data acquisition. RADCOM supports all methods due to the flexibility of our solution, which has multiple deployment options, allowing us to monitor any network. Being dynamic and fully integrated enables operators who deploy RADCOM solutions to take an end-to-end view, from the radio-access networks, or RAN to core, utilizing an on-demand approach to assure the customer experience for the first 5G use cases and more advanced use cases along their 5G journey.

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Fully Cloud-Native Architecture

The fully cloud-native approach is a key enabler of the 5G telecommunications infrastructure, a major change in how CSPs design and build their 5G networks. Our unique, patented service assurance solution is designed to monitor cloud-native 5G networks deployed on public clouds. We can deploy our solution on multiple cloud platforms, such as Rakuten Cloud Platform, Amazon Web Services, or AWS, Microsoft Azure, and Google Cloud Platform.

Our solution is designed using the fundamental guidelines for Cloud-Native applications. It can be deployed on cloud infrastructure, bare metal, or both. Our solution is fully containerized and comprises multiple cloud-native functions that can be integrated into leading network orchestration systems.

RADCOM ACE

RADCOM ACE is a cloud-native and containerized portfolio of network visibility, service assurance, and network insights that seamlessly integrates into an operator's cloud environment and fully supports 5G, 4G, and other legacy technologies.

RADCOM ACE uses built-in artificial intelligence/machine learning, or AI/ML, and heuristic modeling to proactively and predictively monitor and troubleshoot the network with real-streaming analytics for a closed-loop approach to customer experience management. It covers a wide range of customizable use cases, including anomaly detection, automated root cause analysis, Geographic-based analytics, network dimensioning, network performance monitoring, pinpointing radio network issues, predictive and prescriptive analytics, and quality of experience analytics for encrypted data. 

RADCOM ACE is comprised of two main layers:

RADCOM Service Assurance provides operators with an end-to-end monitoring solution that captures, correlates, and processes all the data and passes it to the RADCOM Network Insights layer. RADCOM Service Assurance efficiently collects data from multiple sources and correlates it to deliver real-time insights into network performance from the RAN to the core. Using this network intelligence, operators understand the customer and service experience and identify which issues in the network need to be prioritized.

RADCOM Network Insights delivers a comprehensive customer-focused assurance solution that tightly integrates RAN and core analytics for advanced network troubleshooting and end-to-end customer experience and service quality monitoring. This gives operators a unified view of their network performance and real-time subscriber analytics. Increasing this network-wide visibility to the RAN is critical for ensuring the customer experience and understanding the Quality of Experience, or QoE and Quality of Service, or QoS. RADCOM also utilizes built-in machine learning capabilities to deliver an automated, closed-loop approach to assurance and save the operator time performing root cause analysis and detecting anomalies. With a built-in AI/ML engine, RADCOM ACE also provides operators with AI-driven insights to proactively monitor the network with anomaly detection, predictive analytics, and an understanding of the customer experience in encrypted traffic for services like video streaming and OTT (Over the Top) traffic.

RADCOM ACE for 5G:

5G Assurance

RADCOM offers a field-proven automated assurance solution deployed as a cloud-native function in a fully containerized solution controlled by any Kubernetes vendor (an open-source system for automating deployment, scaling, and management of containerized applications) on a public, private, and hybrid cloud. This makes it a leading fit for automated assurance needs for the 5G standalone network. RADCOM ACE is a unique, patented assurance solution for monitoring cloud-native 5G networks. It fully supports user plane and assuring both physicalcontrol plane correlation in CUPS (Control User Plane Separation) and efficient traffic load balancing, which is highly scalable for top-tier network operators. The same solution can be used for 4G and NFV-basedprevious (3G, 2G) network technologies, providing the operator with one unified solution for all technologies.

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VoNR (Voice over New Radio) Assurance

VoNR is a 5G technology that enables voice communication services over 5G networks. As RADCOM is focused on providing an assurance solution designed for the most advanced networks, we have also built and consequentially, ‘hybrid’ networks fromoffered an AI-powered solution to assure VoNR services.

We offer an automated and efficient approach to voice service optimization, using AI-powered analytics to detect VoNR anomalies (the same solution may be used for older technologies such as VoLTE). Using advanced AI-driven anomaly detection capabilities, this solution allows operators to automatically pinpoint service degradations and proactively improve the customer experience.

RADCOM Network Visibility (VIA)

RADCOM Network Visibility is an additional solution that can be deployed stand-alone or implemented with RADCOM ACE. It allows operators to optimize their network and manage the traffic flow to monitoring and security tools. It has built-in troubleshooting capabilities and captures data close to the tapping point (traffic source). RADCOM Network Visibility provides session-aware load balancing, in-depth protocol analysis, centralized management at scale, and advanced packet-broker functionality. As this solution is fully cloud-native, there are no dedicated hardware limitations, and it can be dynamically deployed and scaled efficiently.

RADCOM 5G Network Data Analytics Function (NWDAF)

RADCOM’s NWDAF solution captures the data and events from the 5G core network functions and creates the load key performance indicators, or KPIs that are provided to the 5G network functions such as Policy Charging Function, or PCF and Network Slice Selection Function, or NSSF. The PCF can take the input from RADCOM’s NWDAF solution to assign more resources or steer traffic policies to run network slices (group of network resources for specific subscriber segment) more dynamically. At the same time, the NSSF can receive the load-level information provided for slice selection.

RAN Assurance

RADCOM’s RAN Assurance solution offers operators critical insights into the 5G RAN/Open RAN performance that significantly impacts subscribers’ quality of experience and QoS. A deep understanding of the RAN is needed to resolve issues proactively and reduce their impact. It allows troubleshooting and optimizing key performance issues such as latency, reliability, and signaling overhead.

Our RAN Assurance solution is combined with RADCOM ACE for operators that require an end-to-end solution. In this case, RAN and core data correlate, providing end-to-end subscriber sessions that help operators perform advanced 5G troubleshooting to ensure excellent customer experiences.

Mobility Experience Analytics

Following the acquisition of Continual in April 2023, RADCOM offers mobility experience analytics solutions that analyze, monitor, and optimize the RAN's performance, focusing on voice and data quality and subscribers' mobility experience.

Virtual Drive Test for route service assurance - Route analysis monitors the customer experience across all highways and railways 24/7 to benchmark service quality on transportation routes. The solution prioritizes investments and optimizations and enhances the mobility experience across a customer’s network nationwide.

New site validation workflow - Validates and optimizes new 5G radio sites by comparing the performance and quality in the impacted area before and after the new site activation. New site validation offers both on-demand and semi-automatic analysis and provides engineers with root cause analysis and corrective actions introduced by the launch of the new network cell sites.

Enterprise Analytics

RADCOM’s Enterprise Analytics solution analyzes customer experiences for all devices and handsets affiliated with an enterprise. This capability allows the CSP to benefit from prioritizing enterprise accounts, proactively addressing technical issues, backing up its contracts with Service Level Agreement and VIP care, and directing the conversation with the customer toward experience and value. RADCOM offers a set of interactive reports that show the entire enterprise experience, with the ability to drill down to network insights. Withissues and proactively resolve them.

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RADCOM’s solutions highlights include:

An entirely, cloud-native and containerized portfolio of network visibility, service assurance, and network insights that seamlessly integrates into an operator’s cloud environment (OpenStack, VMWare, and Kubernetes, etc.) that fully supports 5G.

Supports non-standalone and standalone 5G and any previous technology (4G, 3G, and 2G).

It uses AI, machine learning, and heuristic modeling to proactively and predictively monitor and troubleshoot the network with automated root-cause analysis, anomaly detection, and insights into encrypted traffic for services such as video streaming.

Automates solution deployment for on-demand closed-loop approach to assurance. Kubernetes controls the lifecycle of containerized components.

Integration with third-party probes (physical or proprietary appliances) for a smooth transition from legacy to 5G networks.

Our global customer base

Our solution is deployed at multiple CSPs globally, such as AT&T, Dish, Rakuten, and Telefonica, and has received wide industry recognition, winning a Frost & Sullivan Product Differentiation Innovation Awards three times, winning multiple TMC Labs Innovation Awards, winning the rate of transition between physicalTechnology Marketing Corp. Award for NFV Innovation and virtualized networks taking place gradually, CSPs will need to manage ‘hybrid’ networksbeing recommended for the foreseeable future. Asmost innovative cloud offering in the Glotel Awards competition.

By developing and adapting our solutions to meet the industry’s most stringent requirements, we have expanded our customer base to include new opportunities and markets while expanding our footprint with existing customers by supporting them in transitioning to 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.5G network.

 

CSPs across the globe use our solutions to deliver high qualityhigh-quality services, reduce churn, manage network performance, analyze traffic, and enhance customer care.experiences. Our solutions incorporate cutting-edge technologies and a wealth ofthe vast knowledge acquired by partneringwe have gained in our advanced work with manysome of the industry’s leadingmost technologically innovative CSPs for over two decades.in the industry. 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 asincluding 5G, LTE, LTE-A, VoLTE, VoWifi, VoNR, 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:UMTS.

  

advanced software-based architecture;
ease of deployment and management;
improved customer retention;
reduced subscriber churn rates;
improved service availability and quality;
unique ability to correlate session information and provide an end to end view;
greater ability to install the solution as a virtual network function for seamless integration into all NFV infrastructures;
scalability for next-generation services;
enhanced ability to collect all network packets for a complete and comprehensive view of the network and the customer experience;
increased operational efficiency and lower costs;
support for multiple protocols for end-to-end network coverage;
the existence of both network-wide views and drilldown to an individual subscriber level;
support for terabyte networks;
accelerated deployment of new services and migration to NFV;
substantially quicker and smoother deployment of our solution;
real-time capabilities; and
end-to-end view of the customer experience.

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 wasAT&T selected by AT&Tus for its next-generation virtualized network environment. AT&T’s deployment represents the first NFV networks of scale in the industry. During 2017industry, and since then, we have been working with AT&T in its continuing efforts to transition to a full NFV network.

From 2016 until 2018, we improved our cloud-native virtualized network capabilities while working on one of the world’s first and biggest virtual networks. We also continued developing and enhancing our solutions to meet the deploymentcomplicated needs of monitoring virtualized networks and to offer a mediation layer that allows us to offer a full end-to-end customer and service view that addresses CSPs’ requirements for a network intelligence solution, including for 5G networks.

Our continued and increased investment in research and development was validated in 2019 by our renewed engagement with AT&T. We entered a multi-year engagement to continue our relationship and expand the integration of our software-based NFVsolutions into AT&T’s network.

In May 2019, we entered into a multi-year agreement with Rakuten to provide our Network Intelligence solution for Rakuten’s unique and innovative mobile network. Rakuten’s network is the world’s first fully virtualized, end-to-end cloud-native mobile network that has adopted 5G systems architecture since its launch. Rakuten chose RADCOM Network Intelligence because it monitors the entire end-to-end network, including the world’s first fully virtualized RAN.

In April 2020, we announced that we had successfully supported Rakuten’s commercial launch of the world’s first fully virtualized mobile network. Our solution helped Rakuten launch its virtualized network and ensured a superior customer experience delivery. Our solutions are tightly integrated across Rakuten’s distributed telecommunications cloud to ensure the highest service quality is delivered to customers for voice, video, VoLTE, and data services from the mobile edge to the network core.

In August 2020, we announced the launch of RADCOM ACE. RADCOM ACE is an automated, end-to-end assurance solution for 5G networks, built based on our cloud-native expertise and designed so CSPs can manage their networks more dynamically and agilely. It is built to ensure that 5G services continuously run at optimal quality while improving operators’ operational efficiency through automation.

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In October 2020, we entered into a multi-year agreement with Rakuten to provide our RADCOM ACE solution for Rakuten’s 5G NSA and 5G SA services. We believe that the Rakuten 5G Agreement is the first 5G assurance contract in our industry and is a testimony to the significant investment in product development we have been making over the last few years, as well as a market validation of our ability to monitor the entire end-to-end network, providing superior insights.

In May 2021, we announced an additional order from a Top-Tier Latin American operator selected for our 4G and 5G capabilities. This order expands our deployment at this top-tier operator to its mobile network and covers assurance for this top-tier operator’s 4G network, such as the operator’s cloud-based VoLTE offering. We expect them to expand our solutions to their 5G network in the future.

During 2021, we announced partnerships with AWS and Microsoft Azure through which we are offering our RADCOM ACE solution with AT&Treal-time subscriber analytics and commenced deployment with an additional tier 1 CSP following its selectionadvanced troubleshooting for both telecom operators that are rolling out 5G, Internet of Things, and edge services and operators already running 4G and VoLTE networks.

In April 2022, we announced the extension of our solution.contract with AT&T, providing automated service assurance for AT&T’s cloud network to ensure network performance and service quality. In addition, we announced our entrance into a multi-year agreement to provide RADCOM ACE to enhance the end-to-end customer experience for a 5G mobile CSP in Europe.

In May 2022, we announced our selection by Dish to provide RADCOM ACE solution to monitor customers’ experience across Dish’s 5G Smart Network™ — the first cloud-native, Open RAN-based 5G network in the United States. RADCOM ACE at Dish runs on AWS.

In July 2022, we announced that we arebuilding on our existing relationship with Rakuten Mobile to bring RADCOM ACE, deployed on Rakuten Mobile in Japan, to telecom operators globally through the Rakuten Symphony Symworld™ marketplace.

In September 2022, we announced that we renewed our contract with Rakuten Mobile in Japan to continue and monitor service quality across Rakuten’s nationwide deployment and enable Rakuten to gain real-time service and network analytics.

In January 2023, we announced our entrance into an agreement with a new customer in North America to provide our RADCOM ACE solution to deliver real-time insights into the network performance 24/7 as the operator maintains its 4G network while expanding 5G coverage nationwide.

In April 2023, we acquired Continual’s technology, intellectual property, and customer agreements for $2.5 million in cash. This leading mobility experience analytics company uses AI and ML to deliver advanced insights to help telecom operators improve their subscribers’ mobility experience.

During 2024, we expect to maintain the level of our investment in research and development and increase our sales and marketing efforts. We are leveraging this experience andintend to leverage our success in discussionswith industry-leading customers as we seek to engage with other CSPs that are looking to manage existing networks while evaluating their transformationtransition to the next-generation NFV architectures.cloud-native architectures and 5G network. We are targeting Tier 1 Greenfield Operators and CSPs who are deploying 5G virtualized networks as well as CSPs who are evaluating or migrating their 4G, 3G, and 2G networks to fully virtualized cloud-native networks and are searching for a cutting-edge network intelligence solution that can cover their entire network needs.

 

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Industry Background

 

Our Customers and the MarketsMarket for Our Solutions

 

We operate in a large market that is currently undergoing significant transformation with significant potential for growth.growth, which is evidenced by the evolution of the networks and transition to 5G networks all over the world. Such transition contains new technological challenges, which require a new approach in order to be solved. 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 furtherintensified by the increased traffic growth and the emergence of new technologies and services, such as M2M, themachine to machine, IoT and 5G. WithDeploying a cloud-native, virtualized network intelligence and network intelligence solution is an essential part of a CSP’s network, derived by the need to manage millionshuge amounts of various network elements and services from multiple vendors and technologies,technologies. In addition, CSPs are facing strong competition both from other CSPs and from over-the-top (OTT) players who are offering more and more similar services. In order to fight for their customers’ satisfaction, CSPs will need to gain deeper insight into customer behavior, enabling them to tailor processes based on customer preferences.

5G is expected to deliver enhanced mobile broadband with higher data speeds (up to twenty times faster than 4G) as well as better coverage for use cases such as Fixed Wireless Access. Over time, 5G SA is expected to enable new use cases such as autonomous cars, remote control of critical infrastructure/machinery, smart-grid control, industrial automation, robotics, drone control, and remote telehealth services which will be empowered by an ultra-reliable, low latency network (up to ten times that of 4G).

CPSs’ adoption of 5G is accelerating while they continue to operate their 4G, 3G and 2G networks and search for superior solutions that will enable them full end-to-end network visibility. Our solution offering is built on years of industry experience, is 5G ready and supports the CSPs entire network offerings. Our solution is built to ensure that both CPSs who are deploying a5G networks and CSPs who are evaluating or migrating their 4G, 3G and 2G networks to fully virtualized cloud-native networks, will benefit from our cutting-edge network intelligence solution that covers their entire network visibility and CEM solution is an essential part of a CSP’s network.service assurance needs.

 

Similar

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With the new 5G network being fully cloud-native, network functions will run as stateless, container-based, virtual network functions. Being fully virtualized will make CSPs more agile and faster to how virtualization has become widely deployed in many data centersinnovate and large enterprises, manydeliver new services. Containerization means that individual services will be updated with minimal impact on other services. This fully virtualized cloud-native design will enable CSPs are now looking to reduce costs, accelerate the introduction of new services, and become more agile by transitioning from physicaldeliver faster iterations to their network elementsand services. As a result of this fully virtualized cloud-native infrastructure, CSPs are redesigning their network and core network architectures, using web-based standards to software-centric NFV architectures.create a dynamic, open, scalable, and modular platform to deliver their 5G services while utilizing cutting edge cloud-native network intelligence technology to cover their 4G, 3G and 2G legacy networks.

The ability to assure the diverse 5G service types on a cloud-native, fully virtualized platform is fundamental to the success of CSPs. 5G introduces many new interfaces, protocols, and technologies into the cloud core. As NFVresult, a dynamic, cloud-native service assurance such as ours is supporting automated, closed-loop service optimization that 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 andmeet service level 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 toacross multiple 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 servertypes as well as communications between servers.deliver end-to-end services that meet a unified network policy.

 

Our Strategy

 

Our objective is to be the worldwide market leader for virtualized5G automated assurance solutions while maintaining our leadership by providing end-to-end network intelligencevisibility. We believe our leadership and innovation around 5G assurance solutions both for virtualizedis one of our core competencies and hybridwill be advantageous to us as these types of solutions are expected to play a key role in the deployment of 5G networks. We plan to increase our sales by leveraging our leadership and innovation around NFV and cloud-based solutions, as well as take advantage of the experienceunparalleled experienced gained from implementing thesome of largest, most advanced NFV deploymentnetwork deployments to date, (with AT&T) and another NFV implementation with a top tier CSP. In addition,where we alsoare providing complete end-to-end network visibility from the RAN to the network core in multiple deployment models including public cloud.

We offer our solutions and expertise to newexisting Tier 1 and existing tier 1innovative CSPs in our targeted geographical regions.worldwide, which are evaluating or building their 4G, 3G and 2G networks to 5G networks. We plan to maintain our technical advantage over competitors by further extensively investing in enhancing the analytics and automation capabilities (including advanced AI\ML capabilities) of our NFV and cloud-based solutions.solutions to meet the evolving needs of 5G networks.

 

Key elements of our strategy include:

 

Targeting Tier 1, Greenfield Operators and other CSPs worldwide, who are evaluating and/or migratingdeploying to NFV5G networks. The majorityongoing deployments of the industry’s largest CSPs5G networks are either evaluating NFV or have started deploying virtualizedexpected to drive a greater opportunity for advanced automated assurance solutions for their network functionality.like ours. We believe that our solutions are significantly more advanced than competitors’ offerings and that we are better positioned than competitors who lack the experience deploying in cloud-native environments or do not offer service assurance and CEMtrue 5G-ready solutions that do not support (or have not yet been deployed) in large-scale NFV environments.can be deployed at large scale. In order to transition to NFV,5G networks, CSPs generally need to replace or upgrade their service assurance solutionsolutions with a software that can support both existingtheir legacy networks as well as NFV-based architectures.their future network architectures, including 5G use cases. Our solution, which monitors both existinglegacy and next-generation networks, and NFV, ensures a smooth migration and enables CSPs to future-proof their investment in a network intelligencean automated assurance solution. Our selection in December 2015 byWith our advanced deployment with customers such as AT&T, has been noted by many CSPs,Rakuten and Dish, and our position 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,5G assurance leader, we believe we are well positioned to leverage our vast experience in true software-based and fully virtualized network intelligence5G assurance solutions 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 reputationCSPs 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 focusingfocus our sales and marketing activities on these regions. We are specifically engaging tierTier 1, galaxy (multi-carrier) and galaxy operators in those territoriesinnovative CSPs and other CSPs seeking to migrate or actively migrating to NFVmonitor their legacy 4G, 3G and 2G networks while preparing for potential opportunities and cross-country implementationthe future deployment of our solutions.5G.

 

Targeting service providers migratinginnovative CSPs deploying 5G networks. The introduction of new technologies and 5G network architecture allows innovative CSPs to LTE, VoLTE and 5G.We have begun to benefit from the deployments by leading service providers of VoLTE and LTEdeploy fully virtualized networks.  We are seeing increased deployments of multiple technology (3G, LTE, IMS and Next Generation Network)These networks, which involve greater complexityare the basis for 5G, require fully automated assurance solutions such as those in our RADCOM ACE portfolio of solutions. Building on our experience with Rakuten, the world’s first CSP to deploy a fully virtualized network, and require more sophisticatedDish’s 5G Smart Network™ — the first cloud-native, OpenRAN-based 5G network intelligence and CEM solutions than legacyin the United States, we intend to target innovative CSPs seeking to upgrade their networks or to deploy new 5G networks.  We believe that our abilitykey role in Rakuten’s innovative and unique deployment, and our work on their 5G deployment, as well as our deployment in Dish on AWS, places us at an advantage as we seek to secure customersengage with deployments of our solution in multiple types of networks positions usother CSPs looking to benefit from this trend.deploy similar networks.

 

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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.

Driving business expansion and long-term relationship with our install base.Our solutions are typically purchased initiallyEntering into multi-year contracts providing 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.

Focusing our network insight capabilities to enhance the business value of our solution.recurring revenues. We aim to positionleverage our MaveriQ analytics as extendingoffering to CSPs through long term multi-year sales models, which will allow them to meet their system planning needs through term licensing, operational services, managed services, annual maintenance and support and software upgrade packages. Such multi-year contracts also provide us with the ability to add new capabilities over-time to ensure that the CSPs are always benefitting from our business intelligence suite beyond standard reporting and dashboardsmost-up 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.date cutting-edge software solutions.

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Products and Solutions

 

Our Network IntelligenceThe RADCOM Portfolio is comprised of RADCOM ACE – our portfolio includes RADCOM Service Assurance (MaveriQ), RADCOM Network Visibilityof Automated assurance solutions, and RADCOM NWDAF – Network Insights.Data Analytics Function for closed loop automation.

 

RADCOM ACE

Our automated assurance portfolio of solutions helps CSPs monitor data in real-time and proactively resolve customer experience issues before they impact their business for 5G and 4G. RADCOM ACE is an automated, 5G assurance platform for end-to-end network monitoring, built based on our cloud-native expertise and designed to allow CSPs to manage their networks in a more dynamic and agile way, which can run on private and public clouds such as AWS, RCP and Azure. RADCOM ACE is built to ensure that 5G services continuously run at optimal quality, while at the same time improving the operators’ operational efficiency through automation and rapidly enhancing time to market for new services and innovations. RADCOM ACE is the culmination of our significant product investment over the last few years and reinforced by customer feedback to enable a new way of monitoring 5G services that ensures a high-quality customer experience as operators transition to 5G.

RADCOM ACE includes automated assurance, advanced network insights, automated insights via AI/ML, and cloud-native network visibility.

RADCOM Service Assurance (MaveriQ)

 

MaveriQRADCOM Service Assurance is a “firstfull assurance solution that smartly and passively collects and analyzes multiple data types (network packets, events, PM/FM counters, and more) across various domains (fixed and mobile) and generations of technologies (5G, 4G, 3G) from access to market,”the core to provide real-time subscriber analytics. RADCOM Service Assurance is a cloud-native, NFV, next-generation, probe-based5G-ready, fully service assurance solution. MaveriQ is the first solution to support NFV networksthat runs on private 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 physicalpublic cloud (such as AWS, RCP and cloud infrastructures as they transition from legacy hardware-based networks to NFV-based virtualized networks.

MaveriQAzure), which allows CSPs to carry outgain end-to-end network visibility and customer experience insights across all networks. RADCOM Service Assurance delivers a real-time, high performance, and automated solution that is critical in providing operators customer insights in today’s top-tier, high-capacity networks.

Our patented technology enables RADCOM Service Assurance to efficiently collect data from multiple sources (network events, event detail records and packets) and smartly correlates them into RADCOM Network Insights, driven by AI. This is the key to 5G monitoring.  RADCOM’s solution is designed to provide network intelligence from the RAN to the core. Built using a dynamic, modular, and stream-based microservices architecture, RADCOM Service Assurance can process large volumes of streaming data at lightning speed with very low latency.

RADCOM Service Assurance offers the service provider full end-to-end visibility of the network across technologies. RADCOM Service Assurance monitors multiple types of services such as voice, video and data, employing numerous tools and network performance and measurement methodologies to continuously analyze service performance and provide customer experience quality monitoring and to manage their networks and services. MaveriQmetrics. RADCOM Service Assurance 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 RADCOM Service Assurance 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 MaveriQRADCOM Service Assurance to deliver essential functionality.

 

MaveriQ offers

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RADCOM Service Assurance consists of a seamless integration between traditional network monitoringpowerful and troubleshooting solutions. MaveriQuser-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 5G, VoIP, UMTS, LTE, IMS data and others.

RADCOM Service Assurance 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.

 

MaveriQRADCOM Service Assurance is designed to enable CSPs to succeed in their efforts to address significant technology challenges, including:

 

deployment of next-generation networks such as LTE, high-speed downlink packet access and Triple Play;5G;

migration to and integration of new architectures such as HSPA, LTE, VoLTE and IMS;network architectures;

migration of the network core to IP technology using IMS or SIGTRAN;
successful delivery of advanced, complex services such as VoIP IMS and video conferencing;quality analytics; and

pro-activeproactive management of calland quality assurance for all data sessions and calls on existing and next-generation service providers’ production networks, along with maintenance of high-availability, high-quality voice services over packet telephony.networks.

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CSPs use MaveriQRADCOM Service Assurance for a wide array of use cases, such as:

 

Customer and Service Assurance

 

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.

Performance monitoringallows CSPs use MaveriQ to analyze the behavior ofand optimize network componentscomponent performance levels and customer network usage to understand trends and performance level and optimization,experience with the goal of identifying faults before they compromise the end-user experiencecustomer’s experience.

Fault detection CSPs use MaveriQ’s automatic fault detection and service KPIs to alert themCSPs to network problems as they arise.

Pre-MediationMediation MaveriQ generates the call detail records (CDRs) needed to feed the solutions’ smart mediation layer as well as third-party operations support systems orand other solutions.

 

Roaming and Interconnect Analysis

 

MaveriQ can beRADCOM Service Assurance is 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.

Fixed-Wireless Access

 

Customer Experience Management, or CEMUsing RADCOM ACE for Fixed Wireless Access monitoring enables CSPs the transition to customer-focused network operations, focus on committed SLAs vs. mobility and plan the full lifecycle of the subscriber while monitoring devices at home, applications used, usage patterns, and bottleneck.

 

We have developed

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Virtual Drive Test

RADCOM’s Virtual Drive Testing solution, or VDT, delivers mobility experience insights and are constantly enhancing our solutionoptimization to network quality teams. When combined with physical drives, VDT delivers a significant cost benefit to in-house test car fleets and reduces outsourced efforts by removing the susceptibility of operational costs to surging fuel prices.

RADCOM Network Insights

As part of RADCOM ACE, RADCOM Network Insights takes the data which has been collected and analyzed by RADCOM Service Assurance and applies cutting edge AI and ML techniques to provide CEM capabilitiesautomated anomaly detection and root cause analysis 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.

MaveriQprovides the visibility and invaluable data for CSPs to manage both network and service performance and to ensure quality of service for its subscribers.MaveriQmonitorsrapidly resolve customer-impacting issues proactively. RADCOM Network Insights covers a wide range of measurement sessionsuse cases that are meaningful toprovide the end user. By analyzing these measurements in real time and applying business intelligence,MaveriQprovides insight not only into the end user quality of experience but also into the corresponding qualityoperator with an end-to-end understanding of the service provider’s TCP/IP network.

Our MaveriQ CEM solution includes the following features:

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.

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.

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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.

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customer experience. Also, RADCOM Network Insights offers next-generation tools for network optimization and root-cause analysis, such as call tracing and in-depth packet analysis.

 

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 rich, actionable network insights, allows operators to fully visualize their networks and improve the service and customer experience, provide full network visibility, allowingcustomer impact analysis, and proactively handle issues to fully understand the CSP to proactively locate and resolve any performance issues as quickly as possible, leading to an improved customer experience and offer an improved Quality of Experience, or QoE, and a reduced churn.customer churn, which is of particular importance in transitioning to cloud-native, software-based, virtualized network environments and 5G networks.

 

 RADCOM’s Network Insights solution takes a proactive approach to handling network issues. By using both internal probe-based data and certain external data feeds, RADCOM has the network intelligence to know which data to extract in order to provide the actionable insights required. Key network monitoring metrics can be fed into RADCOM’s key quality indicators and converted to Quality of Service. Combined with customer resource management feeds and legacy third-party probe data, the solution enables operators to assess the QoE for the subscriber and make proactive decisions.

RADCOM 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.efficiency, providing automated, AI/ML-based analytics that can be integrated with RADCOM ACE or form the foundation for zero-touch automation with RADCOM NWDAF. The solution works across multiple domains (mobile and fixed) and generations of technologies (5G, 4G, 3G). The use cases provided are automated anomaly detection for hundreds of time-based data series like KPI and key quality indicators, or KQIs, root cause analysis, and predictive analytics. Once our AI/ML capabilities are deployed on the network, they learn baseline behavior and automatically create thresholds without operators needing to configure them.

RADCOM VIA

 

Sales by Product LineRADCOM VIA provides complete visibility into the CSP’s network with network tapping, advanced filtering, and packet brokers that can be deployed stand-alone or with RADCOM ACE. It solves the critical challenges telecom operators face today when trying to gain visibility into the new container-based network functions in 5G. Our advanced packet brokers enable intelligent traffic distribution, filtering, and load balancing across multiple clouds and domains.

 

RADCOM VIA enables CSPs to virtually, intelligently and efficiently:

manage, scale and load balance the network traffic;

automate and synchronize visibility and assurance, onboarding and configuration;

distribute traffic between probes without having to duplicate traffic and waste network resources;

filter and analyze traffic with application-based routing; and

utilize a unified and centralized management solution.

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RADCOM NWDAF

The following table showsRADCOM NWDAF (Network Data Analytics Function or NWDAF) is a network function in the breakdown5G core which intends to collect data, analyze it in multiple use-cases and cause changes in the core to improve the overall performance and quality of our consolidated sales forexperience. The solution is fully integrated with the fiscal years 2017, 2016Network Repository Function enabling communications with other network functions in the core with analytics provided through Application Programming Interface or APIs. The solution offers automated, AI/ML-based analytics as a 3GPP standards-based NWDAF function enabling closed-loop, zero-touch network operations and 2015 by product line:an improved customer experience.

 

  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 mainly sell directly to customers throughout the world mainly via direct channels, including through our executives and sales representatives in North America, Europe, Latin America, Asia Pacific and Israel, which are supported by local representatives and subcontractors in Asia, but also via indirect channels.

Direct channels:

Most of ourthe local markets. During 2023, these direct sales arewere 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 mainly 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, RADCOM Canada or by RADCOM Ltd.

us. 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 and development services worldwide.

Elsewhere, our solutions are primarily sold to the end-users directly by RADCOM Ltd., including through our sales representatives in Europe, Latin America, the Commonwealth of Independent States, Asia Pacific and in Asia,Israel, and supported by local representatives and subcontractors in the local market.

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Indirect channels:

In several marketsterritories in which we selldo not have direct presence, we expanded our solutions through independentoutreach by entering into agreements with local distributors and resellers who market our solutions.

We continue to search forvalue-added resellers. In 2023, we signed agreements with new distributors and resellers to penetrate new geographical markets and engage with new customers, and to better serve our target markets.

Our We continue to search for more of these channels to expand our outreach further. In certain territories, our distributors and resellers serve as our local representative in certain countries as part of our sales, marketing and support team. They helpteams as our local representatives, helping to 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%
  Year ended December 31,
(in millions of U.S. dollars)
  Year ended December 31,
(in percentages)
 
  2023  2022  2021  2023  2022  2021 
North America  31.8   23.0   21.8   61.6   49.8   54.1 
Asia  9.8   12.5   14.7   19.0   27.2   36.5 
Latin America  1.3   3.0   1.1   2.5   6.4   2.7 
EMEA (including Israel)  8.7   7.6   2.7   16.9   16.6   6.7 
Total revenues  51.6   46.1   40.3   100%  100%  100%

 

Competition

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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 NetScout System Inc., Infovista S.A. (acquired Empirix Inc.), Elisa Oyj (acquired Polystar), Anritsu Empirix, Ericsson, Exfo, Huawei, NetScout, Nokia, Polystar, NexusCorporation, Viavi Solutions Inc. and Viavi.EXFO Inc. In addition to these competitors, we expect competition from established and emerging communications, network management and test equipment companies.companies, as well as traditional players in the network intelligence space such as Huawei, Ericsson and Nokia. 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-basedcloud-virtualized network solutions could possibly open the market to new competitors or bring in competitors from adjacent markets.markets, including network core providers. For more information, see “Item 3.D-Risk Factors-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 providingrecognized class-leading, cloud-native 5G-ready service assurance solutions for NFV networks;solutions;

our experience deploying NFVand scaling cloud-native solutions with Tier 1 CSPs such as AT&T;

our telecom domain expertise and knowhow of key members of our company in advanced software development;

our experience deploying our solutions on the world’s first fully virtualized network and expansion to 5G SA;

our advanced technology offering which providesan end-to-end network visibilitysolution for service assurance from virtual tapping pointthe RAN to network insights;the core;

our proven 5G-ready solutions deployed in existing 5G networks such as Rakuten Mobile and Dish Networks;

our multi-technology correlation capabilities that can support all major technologies – 3G,5G, 4G, LTE, IMS, VoLTE, VoIP and VoIPlegacy 3G - within the same solution;

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our solution being full software-based providingcloud-native solutions provide cost-efficiency, rapid deployment times and agility in development; and

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; andenvironment.
our engineering expertise.

 

In addition,Our solutions are deployed with leading and innovative CSPs are facing strong competition both from other CSPssuch as AT&T, Dish 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, weRakuten. We believe that we are positioned to be one of the leadermost advanced leaders in NFV, cloud-native 5G network intelligence solutions for CSPs transitioningdeploying 5G networks on private and public cloud (such as RCP, AWS, GCP and Azure). In addition, we believe that our solutions are also the most advanced for CSPs that are evaluating or migrating their 4G, 3G and 2G networks to NFV.fully virtualized cloud-native networks (such as RCP, AWS, GCP and Azure).

 

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 it is 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 byWe provide 24x7 Network Operations Center services, or NOC services, monitoring customers’ environments remotely, troubleshooting and resolving system and application incidents, and supporting the continuance services of our direct sales/support force as well as bysolutions. Such NOC service captures and resolves problems before customers report them. We have invested in additional AI based automation with a variety of alerts and alarms monitoring, improving our representatives, distributors,capabilities to identify and Original Equipment Manufacturer, or OEM, partners.address near real time problems. 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.

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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,skills, 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, inthrough our U.S., Japan, Brazil and India offices we established local support teams responsible for first level engagements with customers (tier(Tier 1).The physical and cultural proximity contribute to the strength of the relationship, increase our proficiency in our customer’s network and needs, and leverage the ability to identify pain points and needs of our customers.

Support of our representatives and distributors:sales representatives: We provide a high level of pre- and post-sale technical support to our distributors andsales representatives in the field. We use a broad range of channels to deliver this support, including help desks, technical training, marketing material and others.

 

Seasonality of Our Business

 

In addition toOrders of our products are affected by numerous reasons, including general market and economic conditions, such asthe impact of inflation and rise of interest rates, overall industry consolidation, the pace of adoption of new technologies and the general state of the economy, our orders are affected by seasonalityCSPs budgets and multi-year roadmap. Although this results in fluctuations in our customers’ capital spending plans andrevenues from quarter to quarter, such fluctuations are not subject to any clear seasonality or consistent seasonal 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.

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DevelopmentHeadquarters Facilities

 

Our corporate office and development facilities areis located in Tel Aviv, Israel,Israel. and consistconsists primarily of software development, testing, quality controlour corporate units such as legal, finance, human resources and installation. operation.

 

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 intendDuring the last several years, we invested significant amounts in research and development in order to continue developing solutions that meet key industry standards, support important protocols as they emerge,create and maintain our technological leadership.

Our grossleadership and to meet the current and future needs of the world’s most advanced CSPs. We believe that the widescale rollout of 5G will bring with it a larger wave of cloud native deployments by CSPs. Through our research and development efforts, we believe that we are well positioned to offer state of the art technologies and capabilities to CSPs. Accordingly, we increased our investments in the development of enhanced automation deployment capabilities as well as in advanced ML based techniques to better identify network anomalies and analyze the increased network traffic that is expected following the roll-out of 5G networks. In addition to that, we are constantly focusing on automation as a key goal to reduce costs were approximately $10.6 millionand optimize the operations of CSPs.

During 2023, we invested in 2017, $8.0 millionseveral aspects that differentiate our cloud native approach to 5G networks, enabling a true CI/CD approach on multiple clouds, including AWS, GCP and other cloud networks, which enables automated deployment and higher security standards. We also enhanced our RADCOM NETWORK DISCOVERY solution, which is the application layer of the RADCOM ACE solution. On the AI front, we have made significant investment in 2016,advancing our RADCOM AIM (Automated Insights Module), including new initiatives leveraging GenAI, which we believe may have an impact in the future.

In parallel, we continued to enhance and $6.1 million in 2015, representing 28.4%, 27.3%,develop both our cloud native virtualized network and 32.5% of5G solutions to offer greater value and benefit to our sales, respectively. Aggregate researchcurrent 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. potential customers.

We expect to continue this significant investment in 2024, as we develop new features and new solution offerings to invest significant resources in research and development.meet the requirements of transition to 5G networks, as well as establishing a modular approach for the enabling of targeted packages for the service assurance market. This modular approach will enable us to offer not just the full solution, but also specific modules for smaller deployment of CSPs.

 

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.

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Israel Innovation Authority

 

We have received royalty-bearing grants from the IIA for certain research and development activities pursuant to an incentive program, in an aggregate amount of $50.2 million, calculated from our inception through December 31, 2023, 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, 2017,2023, royalties ranging fromat a rate of 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.

 

In 2023, and in previous years, we participated in a Magnet consortium program sponsored by IIA, or Magnet Program. Under the terms of this program, we cooperate with additional companies, universities and research institutes in Israel, organized in a consortium for the development of new technologies. The R&D Law provides thatrules of the consortium include several references to the distribution of knowledge between the consortium members, and require us to provide the other members in the consortium with a non-sub-licensable license to use the “new information” developed by such member, without consideration. These programs do not require payments of royalties to 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 companybut all other restrictions under the R&D Law, such as local manufacturing obligations and know-how transfer limitations, as further detailed in this annual report on Form 20-F, are applicable to the know how developed by us with the funding received in such programs.

Below is a description of our obligations in connection with the grants received from the IIA under the R&D Law:

Local Manufacturing Obligations

The terms of the grants under the R&D Law require that we manufacture the products developed with these grants in Israel (but do not restrict the sale of products that incorporate the know-how). Under the regulations promulgated under the R&D Law, the products may be manufactured outside Israel by us or by another entity only if prior toapproval is received from the IIA (such approval is not required for the transfer of up to 10% of the manufacturing capacity in the aggregate, in which case a notice must be provided to the IIA and not objected to by the IIA within 30 days of such know-how.notice). According to the IIA regulations, that are relevant to our projects until 2023, companies that moved the manufacturing of their products outside of Israel, may be subject to an increased royalties cap ranging between 120% to 300% of the grants, depending on the manufacturing volume that if performed outside of Israel.

 

Know-How and Know-How Transfer Limitation

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.

 29The R&D Law further provides that Funded Know-How can not be transferred to any third parties without the IIA’s approval. The approval may be subject to certain requirements, as determined in each project separately.

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 IIA may approve the transfer of Funded Know-How from Israel to abroad, generally, provided that (a) the IIA will receive a payment of the portion of the sale price, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain most of the R&D positions of the grant recipient in Israel after the transfer); (b) 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; or (c) 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.

30

 

 

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.

Approval to manufacture products outside of Israel or consent to the transfer of Funded Know-How, if requested, is within the discretion of the IIA. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits us to transfer Funded Know-How or manufacturing out of Israel.

 

Approval of transfer of Funded Know-How to another Israeli company may be granted only if the recipient abides by the provisions of the R&D law and related regulations, including the restrictions on the transfer of know-how and manufacturing rights outside of Israel.

Change In Control

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 an Israeli citizen 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 asSince 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,commenced operations, we have received royalty-bearing grants from the IIA. As of December 31, 2017,2023, our total contingent liability to the IIA in respect of grants received including accumulated interest and net of accumulated royalties paid was approximately $45.8$56 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.

30

 

Indian Subsidiary and China Office FundingProprietary Rights

 

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 trademarktrademarks for the name RADCOM® and for the name Omni-Q®. We currently have threenine registered patents and one pending patent applicationsapplication in the United States, and we are in the process of filing additional patent applications.States.  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, 20172023, was 214, broken down geographically295 including employees and by function as follows:contractors. See “Item 6.D—Directors, Senior Management and Employees—Employees.”

 

  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 ofExcept for employees located in Brazil, none of our employees are represented by labor unions.

 

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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 (GeneralGeneral Federation of Labor in Israel),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,Israeli Ministry of Economy and Industry, 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,workday, 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.

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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%15.83% and 16.6%19.1% 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, ourOur employment agreements with new employees in Israel are in accordance with Section 14 of the Israeli Severance Pay Law – 1963, or the Israeli Severance Pay Law, which provideprovides 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 401k401(k) plan contributions, in an aggregateaverage amount equal to approximately 17.1%19.65% 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%13% 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%21.22% of the employee’s salary.

 

32

C.ORGANIZATIONAL STRUCTURE

  

In January 1993, we establishedOur subsidiaries are: (1) RADCOM US, which conducts the sales, marketing, and customer support of our products mainly in North America.  In July 1996, we incorporated a wholly-owned subsidiary in Israel,the United States; (2) RADCOM Investments (96) Ltd, for the purpose of making various investments, including the purchase of securities. In 2010, we establishedsecurities; (3) RADCOM Brazil, which conducts the sales, marketing and customer support of our products mainly in Brazil. In 2012, we establishedBrazil; (4) RADCOM India, which primarily provides, marketing and customer support and development services worldwide.worldwide; and (5) RADCOM Canada, which conducts the sales and marketing of our products in Canada. The following is a list of our subsidiaries, each of which is wholly-owned:wholly owned:

 

Name of Subsidiary Jurisdiction of Incorporation
RADCOM, Inc. New Jersey
RADCOM Investments (96) Ltd Israel

RADCOM do Brasil Comercio, ImportacaoeImportacao Exportacao Ltda

 Brazil
RADCOM Trading India Private Limited India
RADCOM Canada LimitedCanada

 

 32D.

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 certain 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 of2023, our principal shareholders aggregate annual lease and maintenance payments in the sum ofexpenses were approximately $749,000$795,000 for our Tel Aviv offices.offices, which are leased from affiliates of certain of our principal shareholders. We may, in the future, lease additional space from affiliated parties. 

 

We also lease an aggregate of approximately 4,6045,377 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 affiliatecertain of our principal shareholder.shareholders. In 2017,2023, our aggregate annual lease payments for such premises were approximately $69,000.$114,000.

 

We also lease an aggregate of approximately 1,59340 square feet of office space in Brazil and 8455,809 square feet in India. The aggregate annual lease and maintenance payments for those premises in 20172023 were approximately $45,000$7,000 and $107,000.$85,000, respectively.

 

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

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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 insightcloud-native, virtualized network and 5G-ready network intelligence solutions for CSPs. Our world leading, innovative solutions are uniquely positionedwell-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 networkscloud-native virtualized network 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.

33

  

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.

 

33

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 adoptiondeployments of NFV5G by leading CSPs will be a major engine ofdrive 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 20172023 in order to expand our sales pipeline and revenues:

 

We focused on leveraging our implementations with AT&T, NFV implementationRakuten and our win with an additional tier 1 operatorother customers 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;carriers;

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 expandingWe expanded our business with our key existing customerscustomers;

We continued our investment in our sales and other carries in those territories;marketing resources and have expanded our reach through the engagement of local representatives;

We invested in marketing campaigns globally to enhance our market positioning and expanded our sales and marketing resources including through the engagement of local representatives in Europe and in Asia;open new opportunities;

We invested in research and expandeddevelopment to maintain our recognized technological leadership in cloud-based, 5G solutions, to meet the requirements of our customers, and to develop new product offerings and capabilities;

We invested in sales and marketing to create more sales engagements that can lead to additional multi-year contracts and increased market share;

We invested in 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; and

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.agreements.

 

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 derivedderive from sales of our products or solutions, fixed-price projects, and sales of services which primarily include extended warranty, support services and supportmanaged 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, consistsconsisting of laborsalaries and related costs, including costs incurredexpenses derive primarily from employees engaged in managed services and ongoing customer support, solution deployment and software development customization for projects and deployment costs,activities. Cost of revenues also consists of the use of hardware, inventory write-offs, packaging, importation taxes, shipping and handling costs, license fees for software components of third parties, hardware 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.

34

 

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, managed services and customer support, and integration of third partythird-party software components into our own.own, product mix, and exchange rate fluctuations.  

 

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.

 

34

Sales and Marketing expenses Net.  Sales and marketing expenses net consist primarily of salaries and related expenses, including share-based compensation, commissions and fees to third party representatives, advertising, trade shows, promotional expenses, domestic and international travels, web site maintenance, and overhead expenses, net of grants received from the MOE.expenses.

  

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 additionalother consulting fees), bad debt expenses, other general corporate expenses and overhead expenses.

 

Financial Income, Net. Financial income, net, in 2017 and 2016, consistconsists 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 20172023 Compared to the Fiscal Year Ended 20162022

 

For the year ended December 31, 2017,2023, our revenues were approximately $37.2$51.6 million, compared to approximately $29.5$46.1 million in 2016,2022, reflecting an increase of approximately 26%12%. We usedOur operating activities generated approximately $10.6$4.7 million in cash in operating activities during 2017,2023, compared to approximately $9.5$6.0 million provided from operating activitiesgenerated in 2016.2022. Our net income for the year ended December 31, 20172023, was approximately $2.9$3.7 million, compared withto a net incomeloss of approximately $1.9$2.3 million for 2016.in 2022.

 

As of December 31, 2017,2023, our cash and cash equivalents and short-term bank depositdeposits totaled approximately $62.6$82.2 million, compared with cash and cash equivalents and bank deposits of approximately $42.9$77.7 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 2017.2022.

 

Our 2017 net2023 income includes non-cash expenses due to share-based compensation of approximately $2.2 million.$6.1 million, compared to $5.2 million in 2022.

 

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. ResearchCost of revenues, 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.

 

 35A.OPERATING RESULTS

 

A.

OPERATING RESULTS

Financial DataResults for the Year Ended December 31, 20172023, compared withto Year Ended December 31, 20162022

 

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 

 

  Year ended December 31, 
  2023  2022 
Revenues  100%  100%
Cost of revenues  26.7   27.6 
Gross profit  73.3   72.4 
Operating expenses:        
Research and development  37.9   46.7 
Less royalty-bearing participation  1.4   1.7 
Research and development, net  36.5   45.0 
Sales and marketing  28.3   26.6 
General and administrative  9.8   9.7 
Total operating expenses  74.6   81.3 
Operating loss  (1.3)  (8.9)
Financial income, net  8.8   4.3 

Income (loss) before taxes on income

  7.5   (4.6)
Taxes on income  (0.4)  (0.3)

Net Income (loss)

  7.1   (4.9)

35

Revenues

  Year Ended December 31,
(in millions of U.S. dollars)
 
  2023  2022 
Products  22.8   19.0 
Services  28.8   27.1 
Total Revenues  51.6   46.1 

Revenues. In 2017,2023, our revenues increased by approximately 26%$5.5 million, or approximately 12%, compared to 2016 as follows:2022 due to an increase of approximately $8.6$3.8 million in projectproduct revenues, and an increase of approximately $0.3$1.7 million in warranty and support revenues offset by a decrease of approximately $1.2 million in revenues from product and related services.services revenues. The increase in projectproduct revenues reflectsrelates mainly the executionto an increase in revenues in North America and expansion of the deal with Amdocs software,derives from existing and new customers. The increase in connection with the AT&T engagement.

For more information, see “Item 7.B—Major Shareholdersservices revenues relates to Asia 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 

EMEA, and mainly derives from existing customers.

36

 

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%
  Year Ended December 31,
(in millions of U.S. dollars)
  Year Ended December 31,
(as percentages)
 
  2023  2022  2023  2022 
North America  31.8   23.0   61.7   49.8 
Asia  9.8   12.5   18.9   27.2 
Latin America  1.3   3.0   2.5   6.4 
EMEA  (including Israel)  8.7   7.6   16.9   16.6 
Total revenues  51.6   46.1   100%  100%

 

In 2017, the Company had2023, our two largest customers in the United States and the Philippines that amounted to approximately $24.5 million and approximately $4.5 million, respectively,76% of theour total consolidated revenues. In 2016, the Company had2022 our two largest customers in the United States and in the Philippines, that amounted to approximately $18.3 million and approximately $5 million, respectively, of the77% our 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 and Gross Profit

 

  Year Ended December 31,
(in millions of U.S. dollars)
 
  2023  2022 
Products  5.7   5.5 
Services  8.1   7.2 
Total cost of revenues  13.8   12.7 
Gross profit  37.8   33.3 

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Cost of Revenues.  During 2017,2023, our gross profit as a percentage of revenues, calculated to include variable costs which includesuch as 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%73.3% compared to approximately 70%72.4% 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.

2022.

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Our cost of revenues for 2017both 2023 and 2022 includes an expense of approximately $189,000$0.4 million for share-based compensation in 2017, as compared to approximately $118,000 for share-based compensation in 2016.compensation.

 

The following table provides the operating costs and expenses of the Company in 20172023 and 20162022 as well as the percentage change of such expenses in 20172023 as compared to 2016.2022.

 

  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 
  Year ended December 31,
(in millions of U.S. dollars)
  % Change
2023 vs.
 
  2023  2022  2022 
Research and development  19.6   21.5   (8.8)
Less royalty-bearing participation  0.8   0.8   - 
Research and development, net  18.8   20.7   (9.2)
Sales and marketing  14.6   12.3   18.7 
General and administrative  5.1   4.5   13.3 
Total operating expenses  38.5   37.5   2.7 

 

Research and Development Expenses, gross. Research and development expenses, gross, increaseddecreased from approximately $8$21.5 million in 20162022 to approximately $10.6$19.6 million in 2017.2023. As a percentage of total revenues, research and development expenses, gross, increaseddecreased from approximately 27.3%46.7% in 20162022 to approximately 28.4%37.9% in 2017.2023. The increasedecrease in our gross research and development expenses is attributable mostly to the increase in the number of employees, sub-contractors and related expenses.favorable foreign exchange rates. As of both December 31, 2017, we employed 892023, and December 31, 2022, our total research and development engineers, compared to 78 as of December 31, 2016.headcount, including contractors, was 137. Our research and development costs included an expense of approximately $473,000$2.7 million for share-based compensation in 2017 and2023, as compared to approximately $625,000$2.5 million for share-based compensation in 2016.2022. We expect to keep the levels of our research and development expenses at similar levels as they were in 2022 and 2023.

 

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 revenuerevenues 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.Expenses.  Sales and marketing expenses increased from approximately $8.5$12.3 million in 20162022 to approximately $11.0$14.6 million in 2017.2023. The increase in our sales and marketing expenses from 2016 to 2017 is mainly attributablerelated to expansion of the global sales and marketing team and to an increase in the number of employees.share-based compensation expenses in 2023 compared to 2022. As a percentage of total revenues, sales and marketing expenses increased from 28.9%were 28.3% in 20162023, compared to 29.5%26.6% in 2017.2022. Our sales and marketing expenses included an expense of approximately $499,000$1.8 million for share-basedshare 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 20162023, as compared 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$1.4 million for share-based compensation in 2017 and approximately $1.5 million for share-based compensation in 2016. 2022.

 

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.

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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 

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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.

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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 2016.2022 to approximately $5.1 million in 2023. The increase in our general and administrative expenses from 2015 is mainly attributed to an increase in the share-based compensation expenses and to an increase in salary and related expenses.professional services expenses in 2023 compared to 2022. As a percentage of total revenues, general and administrative expenses increasedwere 9.8% in 2023, with no significant change from 12.8%9.7% in 2015 to 15.3% in 2016.2022. Our general and administrative expenses included $1.5approximately $1.2 million for share-based compensation in 2016 and2023, as compared to approximately $467,000$0.9 million for share-based compensation in 2015.2022. 

 

Financial Income, (Expenses), Net. In 2016,2023, the financial income, net, was approximately $816,000$4.6 million, as compared to financial expenses,income, net, of approximately $433,000$2.0 million in 2015.2022. The changeincrease in our financial income, (expenses), net from 2015 is attributedrelated to a positive impact of currency exchange rates and 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.from bank deposits. 

 

Taxes on IncomeDuring 2016,In 2023, we recorded tax expenses of approximately $24,000,$182,000 as compared to tax expenses of approximately $121,000$159,000 in 2015, reflecting withholding taxes deducted by our customers as well as2022. Tax expenses are comprised from tax expenses of RADCOM India.India and RADCOM US, as well as withholding taxes that were deducted by our customers.

 

Comparison of Financial Data for Year Ended December 31, 2022, compared with Year Ended December 31, 2021

For a discussion of the financial data for the year ended December 31, 2022, compared with the year ended December 31, 2021, see “Item 5.A. —Operating and Financial Review and Prospects—Operating Results—Summary of Our Financial Performance for the Fiscal Year Ended 2022 Compared to the Fiscal Year Ended 2021” included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 30, 2023.

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 Brazilian reals, or 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 USU.S. 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.

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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 of financial assets and liabilities are reported in our financial statements as financial income or expense. Based on our budget for 2018,2024, we expect that an increasea change of NIS 0.10 to the exchange rate of the NIS to U.S. dollar will decreasechange our expenses expressed in dollar terms by approximately $621,000$490,000 per fiscal year and vice versa.

 

Effective Corporate Tax Rate

 

As of January 1, 2017,2018, 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$38.4 million and an additional $1.7 million of capital loss as of December 31, 2017.2023. 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.

 

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Our effective corporate tax rate may exceed the Israeli tax rate. Our U.S. and Braziliannon-Israeli subsidiaries will generally be subject to applicable federal, state local and foreignlocal 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$13.5 million aton December 31, 20172023, for all of our deferred tax assets.assets and liabilities. 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 equity offerings we conducted until 2017, 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 atdeposits on December 31, 2017, 20162023, and 20152022, were approximately $62.6 million, $42.9 million$82.2 and $8.7$77.7 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.the future. 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 inprovided by operating activities was approximately $10.6$4.7 million in 2017 as2023 compared to net cash provided by operating activities of approximately $9.5$6.0 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. 2022. 

The positive net cash flow in 20162023 was primarily due to share-based and restricted share compensation expenses of approximately $6.1 million, 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$3.7 million, an increase in the tradeother account payables and accrued expenses of approximately $1.3$2.2 million, a decrease of approximately $1.4 million in other account receivables and prepaid expenses, a decrease in inventory of approximately $0.6 million, depreciation and amortization of $0.6 million, and an increase of approximately $0.2 million in employees and payroll accruals. This was partially offset by a decrease in deferred revenue and advances from customers of approximately $5.6 million, an increase in accrued interest on short-term bank deposits of approximately $2.2 million, and an increase of approximately $2.2 million in trade receivables, net.

The positive net cash flow in 2022 was primarily due to share-based and restricted share compensation expenses of approximately $5.2 million, an increase in deferred revenue and advances from customers of approximately $1.2$4.3 million, and an increase in other liabilities and accrued expenses of approximately $0.9 million, an increase of approximately $0.8 million in employees and payroll accruals and depreciation of $0.5 million. This was partially offset by net loss of approximately $2.3 million, an increase in accrued interest on short-term bank deposits and long-term bank deposits of approximately $1.2 million, an increase of approximately $1.1 million in other account receivables and prepaid expenses and an increase of approximately $1.0 million.

million in trade receivables, net.

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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 20172023 increased to approximately $20.3$13.4 million from approximately $4.4$11.1 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.2022.

 

The increasedecrease in inventories in 20172023 was mainly due to thean increase in inventory delivered to customers for which revenue criteria have not been met and recognized.

 

Net Cash Used inProvided by (Used in) Investing Activities.  Our investing activities generally consist of the purchase of equipment and investment in short-term bank deposit.deposits. Net cash used in investing activities in 2017 and 2016 totaled2023 was approximately $40.8$3.6 million, and $1.3 million, respectively.compared to net cash used in investing activities in 2022 of $8.4 million. In 20172023, we invested approximately $40$2.5 million in acquiring Continual, invested approximately $65 million in bank deposits, received approximately $64.1 million from the maturity of a short-term bank deposit and invested approximately $0.8$0.2 million for the purchase of equipment. In 20162022, we invested approximately $1.3$66.9 million in bank deposits, received approximately $58.6 million from the maturity of a short-term bank deposit and invested approximately $0.2 million for the purchase of equipment.

 

39

Net Cash provided by (Used in) Financing Activities.In 2017,2023 and in 2022, there was no net cash provided by or used in 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.activities.

 

Public offerings

In October 2017,On April 30, 2023, we raised a net amountacquired the technology, intellectual property, and customer agreements of approximately $30.2Continual for $2.5 million after deducting underwriters’ discounts, commissionsin cash. The post-acquisition synergies from integrating Continual’s technology into our portfolio contributed to our product and services offering and to our operation. While we expect to continue to grow organically, we expect to continue to evaluate additional potential transactions to purchase other offering expenses, in a public offering,companies 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 investorstechnologies 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.field in which we operate.

 

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.

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Impact of Related Party Transactions

 

We have entered into a number of lease agreements with the RAD-BYNET Group (as described under Item 7.B)“Item 7.B-Major Shareholders and Related Party Transactions-Related Party Transactions”).  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 leasesagreements 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%60% (and with respect to Magnet Programs up to 66%) 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$0.8 million in 2017, $1.7 million in 2016each of 2023 and $1.6 million in 2015.2022. 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.grants (excluding grants received in the Magnet project). 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, 20162023 and 20152022 were approximately $1,303,000, $1,033,000$1.5 million and $655,000,$1.4 million, respectively. The total grants regarding projects that we have received from the IIA as of December 31, 20172023 were approximately $42.5$50.2 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.was LIBOR, as further detailed and qualified below. As of December 31, 2017,2023, the accumulated interest was approximately $17.0$26.7 million, the accumulated royalties paid to the IIA were approximately $13.7$21 million and our total amount of contingent liability to the IIA in respect of grants received was, according to our records, approximately $45.8$56 million.  For additional information, see “Item 4.B—InformationIn September 2021, the Bank of Israel, which determines annual interest rates, published a directive which stated that annual interest at a variable rate linked to the LIBOR rate for loans in U.S. dollars will be replaced by the SOFR, in June 2023. Grants received from the IIA before June 30, 2017, bear an annual interest rate based on the Company—Business Overview—12-month LIBOR, and grants received from the IIA after June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, until December 31, 2023, and as of January 1, 2024, bear an annual interest rate based on the 12-month SOFR, or at an alternative rate published by the Bank of Israel, Innovation Authority.”with the addition of 0.72%. Grants approved after January 1, 2024 will bear the higher of (i) the 12 months SOFR, plus 1%, or (ii) a fixed annual interest rate of 4%.

 

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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, 2017,2023, we had a contingent obligation to pay the BIRD Foundation aggregate royalties in the amount of approximately $376,000. For additional information, see$466,000. 

C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

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.”Proprietary Rights”, and “Item 5—Operating and Financial Review and Prospects—Research and Development expenses, Net” and “Item 5.A—Operating and Financial Review and Prospects—Operating Results”.   

  

 44D.TREND INFORMATION

 

During 2023, we saw more deployments of 5G SA by CSPs, but still in small numbers. According to industry research, 46 operators in 27 countries, launched 5G standalone networks so we expect that the number of 5G SA deployments will grow during 2024 and beyond, although the pace of such growth is still unknown. CSPs are continuing to invest in 5G networks and more devices have become commercially available despite the economic disruption. We saw the mobile industry continuing to allocate 5G spectrum and the investment in 5G SA networks in both trials and live deployments.

 5G networks and services are much more complex and dynamic than traditional networks. They use cloud-native technologies such as containers and kubernetes to enable automation and simplification and to reduce operating costs. These technological advancements may result in potential increased interest by CSPs in our solutions.

We consider customer experience as another driver for CSPs to invest in solutions that enable 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 to allow for end-to-end visibility across the different network areas. Our automated assurance solutions address this need by providing end-to-end network visibility from RAN to core, enabling CSPs to monitor their networks end-to-end as they progress with 5G deployments.

E.CRITICAL ACCOUNTING ESTIMATES

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 of the Notes 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 estimatesestimations 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.

We recognize revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers”. As such, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenues when (or as) performance obligations are satisfied as follows: 

a)Identify the contract with a customer:

We generally consider either agreements or purchase orders, which in some cases are governed by master agreements, to be contracts with customers. In evaluating the contract with a customer, we analyze the customer’s intent and ability to pay the amount of promised consideration (credit risk) and consider the probability of collecting substantially all of the consideration.

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b)Identify the performance obligations in the contract:

At a contract’s inception, we assess the goods or services promised in a contract with a customer and identify the performance obligations.

The main performance obligations would generally include:

License for our software solutions (which may include significant customization), professional services, managed services, service type warranty and post-contract customer support, each of which are distinct.

c)Determine the transaction price:

The transaction price is the amount of consideration to which we are entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

We don’t usually grant our customers with a right to return the products sold. However, in some cases, the arrangements may include refunds, liquidated damages, penalties or other damages if we fail to deliver future goods or services or if the goods or services fail to meet certain specifications to acceptance criteria. All of the above are accounted for as variable considerations, which may be considered as adjustments to the transaction price.

We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available.

The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is a year or less. As our standard payment terms are less than one year, the contracts have no significant financing component. In instances of contracts where revenue recognition differs from the timing of invoicing, we have determined that those contracts generally do not include a significant financing component. The primary purpose of the invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive or provide financing.

d)Allocate the transaction price to the performance obligations in the contract:

For software licenses where the standalone selling prices, cannot be determined based on observable prices, given the same products are sold for a broad range of amounts and the selling price is highly variable, the standalone selling prices included in a contract with multiple performance obligations are determined by applying a residual approach. Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis or on a cost basis. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis.

e)Recognize revenue when a performance obligation is satisfied:

Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control is either transferred over time or at a point in time, which affects the revenue recognition schedule.

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Products. Revenues from sales of products and related servicessoftware solutions which include customer acceptance or software licenses only are recognized when persuasive evidenceat a point in time 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 productsolution or the point in time the software license is specified by thedelivered.

Services. Revenues related to managed services, service type warranty and post-contract 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 impactsupport are 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.over time.

  

OurDeferred revenues represent unrecognized fees collected as well as other advances and payments received from customers, for which revenue has not yet been recognized. Deferred revenues are generated from sales to direct customers, resellersclassified as short-term 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,long-term deferred 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 lossesrevenues are first determined, inexpected to be recognized.

We record unbilled receivables from contracts when the revenue recognized exceeds the amount ofbilled to 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.customer.

 

Revenues in arrangementsWe capitalize an asset for the incremental costs of obtaining a contract whenever such expenses are expected to be recovered. Capitalized costs derive primarily from sales commissions or incentives granted to employees and partners. Our contracts 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, whichcustomers include bug fixing and a hardware warranty. Revenueperformance obligations related to extended warranty contracts is recognized pursuant to ASC 605-20-25, “Separately Priced Extended Warrantyproducts and Product Maintenance Contracts.” Pursuant to this provision, revenueservices, some of which are satisfied at a point in time and others over time. Commission costs related to separately priced product maintenanceperformance obligations satisfied at a point in time are expensed at the time of sale, which is when revenue is recognized. Commission costs related to long-term service contracts isand performance obligations satisfied over time are deferred and recognized overon a systematic basis that is consistent with the termtransfer of the maintenance period. 

products or services to which the asset relates. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of income (loss).

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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 No. 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 theits awards granted based on the accelerated attribution method over the requisite service period of each of the awards. For graded vesting awards subject to service conditions only, we use the straight-line attribution method. We estimate expected forfeitures.

 

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 optionsits share-options awards. ThisThe option-pricing model requires a number of assumptions, of which the most significant are the expected stockshare price volatility and the expected option term. Expected volatility was calculated based upon actual historical stockshare 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.term. 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. treasuryTreasury zero-coupon bonds with an equivalent term to the expected lifeterm of the options. Historically the Company has not paid dividends and in addition has no plans in the foreseeable futureplans to pay dividends, and therefore useuses an expected dividend yield of zero in the option pricingoption-pricing model.

 

DeterminingOur determination of the fair value of share-based awardsrestricted share units or RSUs is based on the closing market value of the underlying shares at the grant date requires the exercise of judgment.grant.

 

In 2021, the Company elected to change its accounting policy for recognizing share-based compensation expense for graded vesting share awards subject to service conditions only by applying the straight-line attribution method instead of the accelerated attribution method and using an estimated forfeiture rate of awards expected to be forfeited for each award rather than account for the forfeitures as they occur. The change in the recognition of share-based compensation expense represents a change in accounting principle which the Company believes to be preferable because the straight-line attribution method is the predominant method used in its industry and because estimating forfeitures will result in a more accurate attribution of share-based compensation expense since the Company has accumulated during the last few years sufficient historical experience to make a reasonable estimate of the forfeiture pattern of its employees.

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C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

See “Item 4.B—InformationBusiness combination. We account for our business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values 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”.

D.TREND INFORMATION

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

acquisition date. 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.

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In addition, we are required to pay royalties of between 3% to 5% and 5%excess of the revenues derived from products incorporating know-how developed from research and development grants fromfair value of purchase consideration over 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 frameworkvalues of these programs,identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, 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”,make estimates 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,assumptions, especially with respect to intangible assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Goodwill and Other Intangible Assets. Goodwill and certain other purchased intangible assets have been recorded in our financial statements as a result of acquisitions. In business combinations, in accordance with ASC Topic 805, “Business Combinations”, we allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. Such valuations require us to make significant estimates, assumptions, and judgments, especially with respect to intangible assets. The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, market conditions, technological developments and specific characteristics of the identified intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date.

Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test.

ASC No. 350, “Intangible—Goodwill and Other” requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment includes judgement and considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount.

For 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 ofended December 31, 2017,2023, no liabilityimpairment loss was accrued.identified.

 

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

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA.

A.DIRECTORS AND SENIOR MANAGEMENT

 

The following table lists our current directors and executive officers:

 

Name Age Position
Rachel (Heli) Bennun 6470 Executive Chairman of our Board of Directors
Uri Har Matty Karp (1)(2)(3)(4)(5) 8174 Director
Irit Hillel Andre Fuetsch (1)(2)(4)(5) 5553 Director
Matty Karp (2)Oren Most (1) (4)(5) 6873 Director
Zohar ZisapelYaron Ravkaie 6955 Director
Yaron RavkaieRami Schwartz (1)(3)(4)(5) 4966 Director
Guy Shemesh50Chief Executive Officer
Eyal HarariHadar Rahav 4136 Chief ExecutiveFinancial Officer of RADCOM US
Ran VeredHilik Itman 3952 Chief FinancialOperating Officer
Hilik ItmanRami Amit 4658 Vice President, Research and Development
Harel Givon45Chief Business Officer
Rami Amit52Chief Technology Officer and Head of Product
Keren Rubanenko41Vice President Professional Services

  

(1)(1)External Director, pursuant to the Israeli Companies Law.
(2)Independent Director, under Nasdaq Stock Market Rules, or the Nasdaq Listing Rules.

(2)(3)Chairman of Audit andCommittee.

(3)Chairman of Compensation Committees.Committee.

(4)(4)Audit Committee Member.

(5)(5)Compensation Committee Member.

 

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Ms. Rachel (Heli) Bennunhas served as a director since December 2012 and was appointed as ourthe 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, in 1988, a company focused on offering integrated video, audio and data-enabled conferencing solutions, including real time Interactive Distance Learning.Learning, and served as CEO, CFO, and director, leading the company to its initial public offering on Nasdaq in 1994. 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. Bennunalso co-founded ArelNet Ltd. (formerly TASE: ARNT), or ArelNet, a pioneer in the field of Voice over IP. Ms. BennunIP, and 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 as a director, leading the company to its initial public offering on TASE and until ArelNet was acquiredits acquisition by Airspan Network Inc. in 2005. From 2006 until 2009, Ms. Bennun has also served as the CEO and director of OrganiTech USA, Inc. (PINK: ORGT), a pioneer in the Cleantechcleantech 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 stageearly-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: Elta Ltd.; Galileo Technology, which was acquired by Marvell Technology, GroupInc. (Nasdaq: MRVL); Accord Networks which was acquired by Polycom, (Nasdaq: PLCM)Inc.; Saifun Semiconductors, Ltd. which merged with Spansion Inc., and El Al Israel Airlines Ltd. (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,Andre Fuetsch a co-founder of our Company, has served as our Chairmana director since August 2023. Mr. Fuetsch has served in various senior capacities in AT&T Inc. since his joining in 1995, the most recent of which is AT&T’s Executive Vice President and CTO Network Services. As part of his role, Mr. Fuetsch oversaw the Board from inceptionglobal technology direction for AT&T, including network planning, innovation road map and led AT&T Labs, AT&T Foundry, and the intellectual property organization. In his previous roles in 1985 until September 2015.AT&T, Mr. Zisapel is the Chairman of Ceragon Networks Ltd. (Nasdaq: CRNT),Fuetsch supported and director of Amdocs Ltd(Nasdaq: DOX)led several organizations responsible for software, systems, and serves as chairman or director of several private companiesnetwork architecture, planning and engineering, where he held six patents in the in the areasfield of Communications, Cyber Securitynetwork traffic optimization and Automotive.database design. Mr. ZisapelFuetsch holds a B.Sc. in Industrial Engineering and Operations Research at U.C. Berkeley and completed his graduate coursework in Computer Science at Stanford University.

Mr. Oren Most has served as a M.Sc.director since July 2019. Mr. Most is the founder and former president of Golan Telecom, Ltd., an Israeli cellular operator. Mr. Most has also served in Electrical Engineeringexecutive positions with several private and public companies including as President and Chief Executive Officer of Gilat Satellite Networks Ltd. (Nasdaq and TASE: GILT) and as Founder and Deputy Chief Executive Officer of Cellcom (Israel) Ltd. Mr. Most has also served as director for several public and private corporations. Mr. Most holds a B.A. in Sociology & Anthropology, Film & Television from the Technion - Israel Institute of TechnologyTel Aviv University and an M.B.A. from Tel-AvivNew York University.

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Mr. Yaron Ravkaie has served as a director since January 2020. Mr. Ravkaie is the chief executive officer of Teridion Technologies Ltd., our Chief Executive Officer, joined ushaving assumed that role in January 2016.2020. Mr. Ravkaie previously served as the Company’s chief executive officer from January 2016 through December 2019. Prior tojoining RADCOM, Mr. Ravkaie served during 2015 as the Chief Business Officer of RR Media Ltd. (Nasdaq: RRM). Prior to serving at RR Media Ltd., and between 1998 and 2015, Mr. Ravkaie served in various roles with Amdocs Ltd. (Nasdaq: DOX), including 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 variousother 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.

 

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Mr. Rami Schwartz has served as a director since July 2019. Mr. Schwartz has over 20 years’ experience in leadership positions in the technology and enterprise software fields. Mr. Schwartz currently serves as the Managing Director of the Portland Trust Israel and as an Advisory Board Member to AlgoSec and a director at Perion Network Ltd. Mr. Schwartz previously served in senior positions, including as business group president, founder, Chief Executive Officer and Active Chairman, with several public and private companies including Amdocs. Mr. Schwartz also served as Chief of System Development for the Israeli Air Force. Mr. Schwartz holds a B.Sc. in math and computer science form the Hebrew University of Jerusalem. 

Mr.Eyal Harari,Guy Shemesh, CEOhas served as our Chief Executive Officer since February 2024. Prior to joining our Company, Mr. Shemesh served as Vice President of RADCOM US, joined usBusiness Applications R&D from 2020 to 2022 and Vice President CloudBand Business Unit from 2017 to 2020, both at Nokia Solutions and Networks Israel Ltd. where he spent over ten years in November 2000 as a software R&D group manager and was appointed to his current position in November 2016. Before joining RADCOM,various leadership roles. Mr. Harari served in the Communication, Computers & Electronics Corps of the Israel Defense Forces, managing large-scale software projects. Mr. Harari receivedShemesh holds a B.A. in Computer Science and a B.A. in Economics and Management from the Open University of Tel Aviv Academic College and also holds an M.B.A. from Tel-Aviv University and an LL.M in Business Law from Bar Ilan University.

 

Mr. Ran VeredMs. Hadar Rahav, has served as our Chief Financial Officer since January 2022. Ms. Rahav joined us in June 2016.May 2020 as our Head of Global Finance. Prior to joining RADCOM, Mr. Vered wasour Company, Ms. Rahav served as Corporate Director of Finance for the Amdocs EMEA Division,at TAT Technologies Ltd. (Nasdaq: TATT; TASE: TATT.TA) from 2011 to 2016.2018 until 2020, and as Corporate Controller at Electra Consumer Products (1970) Ltd. (ECP.TA) from 2015 until 2018. Before 2011, Mr. Vered held2018, Ms. Rahav served in 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. Veredpositions with Ernst & Young Israel. Ms. Rahav holds an M.B.A. in Finance from Tel Aviv University and a B.A.BA (cum laude) in Business AdministrationManagement Accounting and AccountingRisk Management from the College of Management and Academic Studies, Rishon Le-Zion and is certified in Israel as a CPA.

 

Mr. Hilik Itman, our Vice President of Research and DevelopmentChief Operating Officer joined us in June 1997 as a software engineer and was appointed to his current position in 2014.January 2020, having most recently served as the Company’s Vice President of Research and Development. Mr. Itman led the R70S software development of our main legacy products (R70S and also led the MaveriQ developmentMaveriQ) 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 Systems, Inc.’s NFV Business Unit, which included worldwide deployments by many tierTier 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 Connectivity Ltd., a leading software provider, founded Surf&Call Solutions Ltd., which was later acquired by CosmoCom, Inc. and was the first employee of the VoIP industry pioneer, VocalTec Ltd., 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 ana B.Sc. in electrical engineering degree from Tel Aviv University.

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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, thereThere are no family relationships between any of the directors or executive officers named above.

 

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 B.COMPENSATION

  

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 

The following table presents information regarding compensation accrued in our financial statements for our five most highly compensated office holders (within the meaning of the Israeli Companies Law), during or with respect to the year ended December 31, 2023.

 

Name and Principal Position Year  Salary
($)
  Bonus
($)
  Equity-Based
Compensation
($)(1)
  All Other
Compensation
($)(2)
  Total
($)
 
Eyal Harari, former CEO (3) 2023   300,000   200,000   408,506   46,564   955,070 
Hilik Itman, COO 2023   213,867   145,059   380,336   74,973   814,235 
Rami Amit, CTO and Head of Product 2023   213,867   114,507   326,081   80,469   734,923 
Rachel (Heli) Bennun, Executive Chairman of our Board of Directors 2023   213,867   232,903   201,930   76,595   725,294 
Hadar Rahav, CFO 2023   178,222   134,450   121,933   52,890   487,495 

(1)*Equity based compensation includes the cost of non-cash share-based compensation of the Company in 2017.2023. The grants awarded during 20172023 and 2016,2024 were for a vesting term of 3 orup to 4 years.

**(2)All other compensation includes social benefits and car leasing costs.

 

(3)Mr. Harari served as the Chief Executive Officer of the Company until February 2024.

The bonus paid to our former CEO is based on a formula which takes into consideration three independent measurable and non-measurable components, and which was approved by the Board of Directors in accordance with the Compensation Policy and the former CEO’s amended terms of employment approved by general meeting of our shareholders on August 16, 2016.July 21, 2022.

 

The bonus and commission payments made to our other officers and the Executive Chairman of our Board of Directors 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,Compensation Policy, as approved by our shareholders from time to time and most recently on July 11, 2019, as amended on July 8, 2021, July 21, 2022 and August 16, 2016.

3, 2023.

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The aggregate direct remuneration paid to all our directors and executive officers as a group (12 persons) for the year ended December 31, 20172023, was approximately $2.6$2.4 million in salaries, bonus, commissions and directors’ fees. This amount includes approximately $354,000$0.3 million 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 2017,2023, our officersoffice holders, as such term is defined in the Israeli Companies Law, or Office Holders, who are not directors, received, in the aggregate, options to purchase 83,752 ordinary shares and 45,928127,800 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 yearsPlan and expire five years from the grant date.2023 Equity Incentive Plan or the 2023 Plan. The RSUs have a vesting schedule of four years over equal yearlyannual 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, 2017,2023, our current directors and officers, as a group, held, options to purchase anin the 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 132,178310,283 RSUs that were granted under our 2013 Plan and the 2023 Plan. The

Our directors are reimbursed for expenses and receive cash and equity compensation, which terms are detailed below.

 

The cash compensation currently paid to our independentnon-executive directors as approved by a resolution of our shareholders in the annual general meeting held on July 9, 2020 and external directorsratified in the annual general meeting of shareholders held on July 21, 2022 and August 3, 2023 (other than to our Executive Chairman, as of September 10, 2015),July 21, 2022 and other than Mr. Fuetsch) is an annual fee of NIS 21,12752,000 (currently equivalent to approximately $6,090)$14,337) and a per meeting attendance fee of NIS 1,2232,000 (currently equivalent to approximately $353), which amounts are subject$551). In addition, upon his or her election or re-election, each of our non-executive directors (other than Mr. Fuetsch) receives a grant of 15,600 RSU or the equivalent in options 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 Boardpurchase ordinary shares, vesting over a period of Directors approved, and on December 30 2015, our shareholders approved, a monthly salary of NIS 25,000 to bethree years. The cash compensation currently paid to our Executive Chairman, for the scope of the services that she provides to our companydirector Mr. Fuetsch as the Executive Chairman.

On July 10, 2016, our Compensation Committeeapproved by a resolution of our Board of Directors and Board of Directors, andshareholders in the annual general meeting held on August 16, 2016, our shareholders, approved3, 2023, is an annual fee of $52,000 and a per meeting attendance fee of $2,000. In addition, Mr. Fuetsch received a grant of options, under the 2013 Plan, to purchase23,400 RSU, vesting over a totalperiod 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.

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47

 

 

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,March 28, 2023, our Board of Directors adopted the 2013 Plan following the expiration of the 20032023 Plan. The 20132023 Plan expires on April 2, 2023.March 27, 2033. Under the 20132023 Plan, we may grant options to purchase our ordinary shares, or Options, 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,Options and 360,228 RSUs. OptionsRSUs granted under our option plans2023 Plan generally vest over a period of between one and four years, and generally expirewith expiration term for Options of 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 are2023 Plan is 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,2023 Plan, including determining who will receive an option award and the terms and conditions of the option awards. We have reserved an aggregate of 3,000,000 ordinary shares under our 2023 Plan. As of March 27, 2024, we have granted 1,831,314 RSUs and no Options under the 2023 Plan. This number includes the grant of 180,000 RSUs to our CEO in February 2024 under the 2023 Plan, which grant is pending shareholders’ approval.

On October 30, 2016, the Company’sApril 3, 2013, our Board of Directors resolvedadopted the 2013 Plan. The 2013 Plan expired on April 2, 2023, or the 2013 Plan Expiration Date. Under the 2013 Plan, we were able to increasegrant Options, restricted shares and RSUs to our employees, directors, consultants and contractors. As of the number of outstanding shares reserved2013 Plan Expiration Date, we had granted 1,278,808 Options and 2,554,031 RSUs under the 2013 Plan. Options and RSUs granted under our 2013 Plan generally vest over a period of between one and four years, with expiration term for Options of five to seven years from 1,250,000the date of grant, subject to 2,450,000.the discretion of our Board of Directors, which had the authority to deviate from such parameters in respect of specific grants. The 2013 Plan was administered either by our Board of Directors or, subject to applicable law, by our Compensation Committee, which had the discretion to make all decisions relating to the interpretation and operation of the 2013 Plan, including determining who will receive an option award and the terms and conditions of the option awards.

 

The Company measuresWe measure 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$6.1 million for share-based compensation plans during 2017. During 2017,2023. In January 2024 and during 2023, we granted options to purchase a total of 179,002 ordinary shares,867,814 and 105,4281,198,500 RSUs, respectively, which will result in ongoing accounting charges that will significantly reduce our net income. See Notes 2(m)2(n) and 10(c)11(b) of the Notes to the Consolidated Financial Statements for further information.

 

As of March 23, 2018, we have27, 2024, there were (i) 39,597 outstanding Options and 285,187 unvested RSUs under the 2013 Plan, a total of 568,552 outstanding options to purchase ordinary shares and 221,372 unvested RSUs. There are(ii) no outstanding optionsOptions and 1,724,272 unvested RSUs under the 20032023 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 Boardboard of Directors,directors, without shareholder approval. See also “Item 16G—Corporate Governance.”

  

Compensation Policy

 

On July 10, 2016, our Compensation Committee and Board of Directors approved ourOur compensation policy for our Executive Officersexecutive officers and Directors, anddirectors, was last approved by our shareholders approved the compensation policyon July 21, 2022, and most recently amended on August 16, 2016.3, 2023. See “Item 6.C—Directors, Senior Management and Employees—Board Practices—Compensation Committee.”

 

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 C.BOARD PRACTICES

 

Terms of Office

 

Our current Board of Directors is comprised of Rachel (Heli) Bennun (Executive Chairman)(Executive Chairman), Uri Har, Irit Hillel,and our non-executive directors, Andre Fuetsch, Matty Karp, Oren Most, Yaron Ravkaie, and Zohar Zisapel.Rami Schwartz. 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 whichAll of our directors were elected by our shareholders at our annual general meeting. The terms of office of Ms. Bennun and Messrs. Fuetsch, Karp, Most, Ravkaie and Schwartz, will expire on our next2026 annual general meeting. Except our Executive Chairman, 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. NoneAndre Fuetsch, none of our directors have service contracts with the Company relating to their service as a director, and nonedirector. 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.”

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External Directors

 

We are subject to the provisions of the Israeli Companies Law.

Under the Israeli Companies Law, anda public company incorporated under the regulations promulgated pursuant thereto, Israeli public companies, namely companies whose shares have been offered tolaws of the public or are publicly traded, are required toState of Israel must appoint at least two natural persons as “external directors”.  

PursuantExternal Directors; however, pursuant to an exemption provided under section 5D of the Israeli Companies Law, (1) an external director must have either “accountingRegulations (Relief for Public Companies with Shares Listed for Trading on a Stock Market Outside of Israel), 5760-2000, or the Exemption, a public company with securities listed on certain foreign exchanges, including Nasdaq, that satisfies the applicable foreign country laws and financial expertise”regulations that apply to companies organized in that country relating to the appointment of independent directors and composition of audit and compensation committees and has no controlling shareholder is exempt from the requirement to elect External Directors or “professional qualifications” (as such terms are defined in regulations promulgatedcomply with the audit committee and compensation committee composition requirements under the Israeli Companies Law) and (2) at least oneLaw.

On July 31, 2019, our Board adopted the Exemption. As a result 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 hasadoption of the requisite “accounting and financial expertise” and that Mr. Har hasExemption, the requisite “professional qualifications.”

terms of office of any External directors are to be elected by a majority voteDirectors serving 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 termthe time of an external director is three years and may be extended subjectsuch adoption were shortened to the shareholders’ approval, for upearlier to two additional three year terms. In certain special situations,occur of the remainder of their three-year term as External Director or 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 forending on the audit committee and the compensation committee, of which all the external directors are to be members. At our 2016second annual general meeting held on August 16, 2016, our shareholders approvedfollowing the re-electionadoption of the Exemption. As a result, the terms of office of Mr. Uri HarSchwartz 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 areMost were shortened.

Audit Committee 

The current members of the Company’sour Audit Committee and Compensation Committee.

Audit Committee

Nasdaq Requirements

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 underOren Most and, Rami Schwartz. Mr. Karp is the current Nasdaq requirements, and each is a memberChairman of the Audit Committee. Irit Hillel isOur Board of Directors has determined that each of the members of our “audit committee financial expert.” In addition, we have adopted an Audit Committee charter, which sets forthis independent within the Audit Committee’s responsibilities.

meaning of the Nasdaq Listing Rules. Our Board of Directors has also determined that Oren Most is an “Audit Committee Financial Expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act and that he has the requisite experience under Nasdaq Listing Rules.

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 Our Audit Committee operates under a written charter that is posted on our website.

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 and the boardNasdaq Listing Rules, our Audit Committee is responsible for, among others (i) determining whether there are deficiencies in the business management practices of directors ofour Company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the Board to improve such practices, (ii) determining whether to approve certain related party transactions (including transactions in which an Office Holder has a public company is required to appoint an audit committee, which mustpersonal interest) and whether such transaction should be comprised of at least three directors and include alldeemed as material or extraordinary, (iii) where the Board approves the working plan of the external directors.  The majorityinternal auditor, to examine such working plan before its submission to the Board and propose amendments thereto, (iv) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, (v) examining the membersscope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders, depending on which of them is considering the audit committee are requiredappointment of our auditor, and (vi) establishing procedures for the handling of employee complaints as 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,the protection to recommend remedial measures. The audit committee is also required,be provided to such employees. In compliance with regulations promulgated under the Israeli Companies Law, to approve certain related party transactions. In addition,our Audit Committee also approves our financial statements, thereby fulfilling the responsibilities of the auditrequirement that a board 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 forprovide 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.approval.

 

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

49

Compensation Committee

The current 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. Ourour Compensation Committee consists of Uri Har (Chairman), Irit Hillel andare Matty Karp, each of whom satisfiesOren Most, and Rami Schwartz. Mr. Schwartz is the independence requirements under the current Nasdaq Listing Rules. The Company has adopted a Compensation Committee charter, which sets forth the responsibilitiesChairman of the Compensation Committee. Our Board of Directors has determined that each of the members of our Compensation Committee is independent within the meaning of the Nasdaq Listing Rules.

The Compensation Committee operates under a charter that 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 toposted on our directors and executive officers.

website.

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As stated in our Compensation Committee Charter the purpose of the Compensation Committee is to review and approve, or, where requiredas provided under the Israeli Companies Law or appropriate atand the Nasdaq Listing Rules, our Compensation Committee’s discretion, recommendCommittee is responsible for (i) proposing Office Holder compensation policies to the Audit Committee of the Board, of Directors (the “Audit Committee”) and/or the Board of Directors for approval, the(ii) proposing necessary revisions to any compensation policy and examining its implementation, (iii) determining whether to approve transactions with respect to compensation of Office Holders, (iv) determining, in accordance with Office Holder compensation policies, whether to exempt an engagement with an unaffiliated nominee for “office holders” (office holder is defined in the Israeli Companies Law as a director, theposition of chief executive officer the chief financial officerfrom requiring shareholder approval, and any manager who is directly subordinate(v) administration of our share option plan.

Subject 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 meaningprovisions of the Israeli Companies Law, but who are defined as such according to the Nasdaq Listing Rules (as defined below),compensation of executive officers is generally determined and approved by our Compensation Committee and our Board of Directors. Shareholder approval is generally required when (i) approval by our Board of Directors and our Compensation Committee is not consistent with our Compensation Policy which was last adopted by annual meeting of shareholders on July 21, 2022, or (ii) the compensation (including exculpation, indemnificationis that of our Chief Executive Officer. In special circumstances, our Compensation Committee 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 governingBoard may approve the compensation of office holders based on specified criteria, to review modifications toan executive officer (other than a director, a chief executive officer or a controlling shareholder) or approve the compensation policy despite shareholder objection. Additionally, under certain circumstances, our Compensation Committee may exempt an engagement with a nominee for the position of chief executive officer from time to time, to review its implementation, and to approverequiring shareholders’ approval or may otherwise postpone such shareholders’ approval.

A director or executive officer may not be present when the actual compensationBoard discusses or votes upon the terms of office holders priorhis or her compensation, unless the chairman of the Board determines that he or she should be present to approval bypresent the board of directors.transaction that is subject to approval. The Chief Executive Officer may not be present during voting or deliberations regarding his or her compensation.

 

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,Office Holders, 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 termlong-term strategy and creation of appropriate incentives for office holders.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;Office Holder;

the office holder’sOffice 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;

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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,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.

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On July 11, 2016, our Compensation Committee and Board of Directors approved an amendedOur compensation policy for Executive Officersour executive officers and Directors, anddirectors, was last approved by our shareholders approved such compensation policyon July 21, 2022, and most recently amended on August 16, 2016.3, 2023.

Internal auditorAuditor

  

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 holderOffice Holder or an affiliate, or a relative of an interested party, an office holderOffice 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 holdersOffice 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.

 

51

Nominating Committee

 

Our Board of Directors does not currently have a nominating committee. However, independent directors do retain oversight over director nominations, and in accordancewith the requirements of the Nasdaq Listing Rules, our director nominees will either be selected for or recommended to theBoard of Directors’Directors by a majority of the independent directors of theBoard of Directors.

 

 D.EMPLOYEES

 

Our total headcount as of December 31, 20172023, was 214,295, compared to 284 in 2022 and 278 in 2021, including full-time and part-time employees and contractors, 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 

57

 

  Research
and
Development
  Sales,
Marketing and
Customer
Support
  Operations  Administration
 and
Management
  Total
Headcount
 
Israel  95   23   2       11   131 
India  13   46   0   2   61 
United States  0   24   0   4   28 
Brazil  0   12   0   1   13 
Other  40   22   0   0   62 
Total  148   127   2   18   295 

We consider our relations with our employees to be good and we have never experienced a strike or work stoppage. With the exception ofExcept for 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.”

  

 E.SHARE OWNERSHIP

  

The following table sets forth certainFor information regarding the beneficialshare ownership of our ordinary shares by our directors and officers. The percentage of outstanding ordinary shares is based on 13,533,257 ordinary shares outstandingofficers, see Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” For information 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. 

58

For a description of our share option plans for the granting of options to our employeesequity incentive plan, see “Item 6.B—Directors,Item 6.B. “Director, Senior Management and Employees—B. Compensation—Share Option Plans.Plan.

 

F.DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

 A.

MAJOR SHAREHOLDERS

 

The following table sets forth certain information regardingwith respect to the beneficial ownership of our ordinary shares as of March 23, 2018,27, 2024, by: 

each person or entity known by us to own beneficially more than 5% of our outstanding ordinary shares;

each of our directors and executive officers individually; and

all of our executive officers and directors as a group.

The beneficial ownership of ordinary shares is determined in accordance with the SEC rules and generally includes any ordinary shares over which a person exercises sole or shared voting or investment power. For purposes of the table below, we deem shares subject to options that are currently exercisable or exercisable within 60 days of March 27, 2024, and restricted share units, or RSUs, that shall vest within 60 days of March 27, 2024, to be outstanding and to be beneficially owned by eachthe person holding the options or entity known to ownrestricted share units for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially 5%or more of our outstandingowned is based on 15,471,117 ordinary shares outstanding as of March 27, 2024.

52

The information presented below is based on information provided to us by the directors, officers, and 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.

None of our executive officers or directors beneficially owns 1% or more of our outstanding ordinary shares.

As of March 23, 2018,27, 2024, our ordinary shares had a total of22 13 holders of record, of which 97 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%
Name Number of
Ordinary
Shares
beneficially
owned(1)  
  Percentage
of
Outstanding
Ordinary
Shares
beneficially
owned(2)  
 
Principal Shareholders      
The heirs of Zohar Zisapel  2,793,551(3)  18.1%
Lynrock Lake LP   2,266,666(4)   14.7%
Yelin Lapidot Holdings Management Ltd.   1,286,669(5)   8.3%
Barclays PLC   861,020(6)   5.6%
Value Base Ltd.   826,670(7)   5.3%
AWM Investment Company, Inc.   795,795(8)   5.1%
Directors and Officers        
Rachel (Heli) Bennun   *    * 
Andre Fuetsch   *    * 
Matty Karp   *    * 
Oren Most   *    * 
Yaron Ravkaie   *    * 
Rami Schwartz   *    * 
Guy Shemesh   *    * 
Hadar Rahav   *    * 
Hilik Itman   *    * 
Rami Amit   *    * 
         
All directors and executive officers as a group (10 persons)  224,127(9)  1.5%

 

*less than 1%

(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, 2018.27, 2024.

 

53

(2)(2)The percentage of outstanding ordinary shares is based on 13,533,25715,471,117 ordinary shares outstanding as of March 23, 2018.27, 2024. 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, 2018.27, 2024. 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) 2,384,472Mr. Zohar Zisapel, who was our largest shareholder passed away on May 19, 2023. Each of Mr. Zohar Zisapel children, Michael Zisapel and Klil Zisapel, or the Heirs of Mr. Zohar Zisapel, inherited half of the ordinary shares heldand options to purchase ordinary shares beneficially owned by Mr. Zohar Zisapel (ii) 13,625prior to his death. The process of transferring such ordinary shares and options to purchase ordinary shares to the Heirs of Mr. Zohar Zisapel has not been completed yet, but assuming that such process shall have been completed, as of March 27, 2024, each of Michael Zisapel and Klil Zisapel, may be deemed to beneficially own one-half of the (i) 2,211,807 ordinary shares which were held directly by Klil &Michael Ltd., (iii)Mr. Zohar Zisapel, prior to his death (ii) 299,416 ordinary shares held by Michael & Klil (iv) 298,870Holdings (93) Ltd, an Israeli company, which was wholly owned by Mr. Zohar Zisapel, prior to his death (iii) 242,731 ordinary shares held by Lomsha (v) 12,000Ltd., an Israeli company, which was wholly owned by Mr. Zohar Zisapel prior to his death, and (iv) 39,597 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 arecurrently exercisable currently or exercisable 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.27, 2024, which were owned by Mr. Zohar Zisapel, disclaims beneficial ownership of the ordinary shares held by Mr. Yehuda Zisapel and by Ms. Heli Bennun.prior to his death. This information is based on information provided to the Company by Mr.the Heirs of Zohar Zisapel.

59 

(4)(4)The information with respect to the holdings of Yelin Lapidot Holdings Management, Ltd. is based Based on a Schedule 13G/A filed with the SEC on February 14, 2024. Includes 2,266,666 Ordinary Shares held by Dov Yelin, Yair Lapidot, Yelin Lapidot Holdings Management Ltd.Lynrock Lake Master Fund LP, or Lynrock Lake Master.  Lynrock Lake LP, or Investment Manager, is the investment manager of Lynrock Lake Master. Pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Company held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Company held by Lynrock Lake Master. The address of each of Cynthia Paul, Lynrock Lake Partners LLC, and Lynrock Lake LP is 2 International Drive, Suite 130 Rye Brook, NY 10573.
(5)Based on a Schedule 13G/A filed with the SEC on January 31, 2024. Includes 555,920 Ordinary Shares beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd. and 730,749 Ordinary Shares beneficially owned by provident funds managed by Yelin Lapidot Provident Funds Management Ltd, or each a Yelin Lapidot Holder, each of which a wholly-owned subsidiary of Yelin Lapidot Holdings Management Ltd., or Yelin Lapidot Holdings. Each of Dov Yelin and Yair Lapidot owns 24.4% of the share capital and 25.0% of the voting rights of Yelin Lapidot Holdings. The address of each of the Yelin Lapidot Holders and each of Messrs. Yelin and Lapidot is 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel. Each of the Yelin Lapidot Holders and Messrs. Yelin and Lapidot and is a resident of Israel.
(6)Based on January 31, 2018a Schedule 13G filed on February 16, 2024 by Barclays PLC. Barclays PLC reported sole voting power and reflects the holdings of such persons as of December 31, 2017.

(5)The informationsole dispositive power with respect to 861,020 ordinary shares; Barclays Bank PLC reported sole voting power and sole dispositive power with respect to 11,941 ordinary shares; Barclays Capital Inc. reported sole voting power and sole dispositive power with respect to 849,079 ordinary shares. The securities being reported on by Barclays PLC, as a parent holding company, are owned, or may be deemed to be beneficially owned, by Barclays Bank PLC. Barclays Bank PLC is a non-US banking institution registered with the holdingsFinancial Conduct Authority authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Barclays Bank PLC is a wholly-owned subsidiary of RagingBarclays PLC. Barclays Capital Management, LLCInc., is baseda Connecticut business entity. The address of the principal office of Barclays PLC and Barclays Bank PLC is 1 Churchill Place, London, E14 5HP, England. The address of the principal office of Barclays Capital Inc. is 745 Seventh Ave, New York, NY 10019.
(7)Based on a Schedule 13G/A filed with the SEC on February 13, 2024. Includes (i) 362,224 Ordinary Shares owned directly by Value Base Ltd., an Israeli company which is controlled by Messrs. Victor Shamrich and Ido Nouberger and wholly owns Value Base Hedge Fund Ltd., an Israeli company, and the general partner of Harmony Base L.P., and (ii) 464,446 ordinary shares owned directly by Harmony Base L.P., an Israeli limited partnership. The address of each of Value Base Ltd. and Harmony Base L.P. is 23 Yehuda Halevi St., Tel-Aviv 6513601, Israel.

54

(8)Based on a Schedule 13G filed with the SEC by Raging Capital Management, LLC and William C. Martin on February 14, 20182024 by AWM Investment Company, Inc., or AWM, reporting that AWM is the investment adviser to Special Situations Fund III QP, L.P., or SSFQP, Special Situations Cayman Fund, L.P., or Cayman, Special Situations Technology Fund, L.P., or TECH and reflectsSpecial Situations Technology Fund II, L.P., or TECH II and referred to together with SSFQP, Cayman, and TECH as the holdingsFunds. As the investment adviser to the Funds, AWM holds sole voting and investment power over 295,363 ordinary shares held by SSFQP, 89,246 ordinary shares held by Cayman, 60,871 ordinary shares held by TECH and 350,315 ordinary shares held by TECH II. David M. Greenhouse and Adam C. Stettner are members of SSCayman, L.L.C., a Delaware limited liability company, or SSCAY, the general partner of CAYMAN. David M. Greenhouse and Adam C. Stettner are members of MGP Advisers Limited Partnership, a Delaware limited partnership, the general partner of SSFQP and SST Advisers, L.L.C., a Delaware limited liability company, the general partner of TECH and TECH II. David M. Greenhouse and Adam C. Stettner are also controlling principals of AWM. The business address AWM Investment Company, Inc.is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.
(9)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 persons asparty, which are vested or shall become vested within 60 days of December 31, 2017.March 27, 2024, and have, therefore, not been separately disclosed. The number of shares is comprised of 184,701 ordinary shares and 39,426 RSUs that will vest within 60 days of March 27, 2024.

 

Significant Changes in Percentage Ownership by Major Shareholders

To our knowledge, the significant change in the percentage of ownership held by our major shareholders during the past three years has been: (i) the transfer by inheritance of the ordinary shares and options to purchase ordinary shares beneficially owned by our largest shareholder, Zohar Zisapel, who passed away on May 19, 2023, to each of his children, Michael Zisapel and Klil Zisapel in equal parts, such that each of them may be deemed to beneficially own one-half of the 2,793,551 ordinary shares, including options exercisable for 39,597 ordinary shares that are exercisable within 60 days of March 27, 2024, beneficially owned by Mr. Zohar Zisapel prior to his death, representing approximately 18.1% of our outstanding ordinary shares as of March 27, 2024 (ii) increase in the percentage of ownership held by Lynrock Lake LP above 5% as of 2021 and additional increases until it has a beneficial ownership percentage of 14.7% as of December 31, 2023, (iii) a decrease in the percentage of ownership held by Yelin Lapidot Holdings Management Ltd from 9.9% as of December 31, 2022 to 8.3% as of December 31, 2023, (iv) an increase in the percentage of ownership held by Barclays PLC above 5% until it has a beneficial ownership percentage of 5.6% as of December 31, 2023, (v) an increase in the percentage of ownership held by Value Base Ltd. above 5% until it has a beneficial ownership percentage of 5.3% as of December 31, 2023, and (vi) an increase in the percentage of ownership held by AWM Investment Company, Inc. above 5% until it has a beneficial ownership percentage of 5.1% as of December 31, 2023.

 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.

60

RAD-BYNET Group

 

Mr. Zohar Zisapel, the Company’s controlling shareholder andwho served as a member of our Board of Directors until he passed away on May 19, 2023, was also a director isof RAD Data Communications Ltd., or RAD Communications, and served as the Chairman of the board of Ceragon Networks Ltd., RADWIN Ltd., RADIFLOW Ltd., ARGUS Cyber Security Ltd. and Innoviz Ltd.as a director and directorheld shares 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 ofBased on information received by the Company, following Mr. Zohar Zisapel’s holdings.  In somedeath, his children, Michael Zisapel and Klil Zisapel, as heirs are entitled to representation on the board of thesedirectors of RAD Communications and in certain of such other companies his brother, Mr. Yehudaand hold shares in RAD Communications and certain of such other companies. Michael Zisapel and Klil Zisapel, may be deemed to have “significant influence,” as such term is alsodefined in Item 7.B to form 20-F, over the Company, as a director.result of their holdings of ordinary shares of the Company.

 

Mr. Yehuda Zisapel (brother of late Mr. Zohar Zisapel and uncle of Michael and Klil Zisapel) serves, who passed away on March 10, 2024, was also asa director inof RAD Communications and of additional companies, including: RADWARE Ltd.,including, Bynet Data Communications Ltd., or Bynet Electronics Ltd., Bynet Semech (Outsourcing) Ltd.,Communication, Bynet Systems Applications Ltd., Ab-Net Communications Ltd., BYNET Software Systems Ltd.,or Bynet Applications, Internet Binat Ltd., SecurityDam Ltd.,or Internet Binat, Business Ltd and had several other private holdings, real estate and medical devices companies.holdings. The above list does not constitute a complete list of Mr. Yehuda Zisapel’s holdings.holdings prior to his death.

 

Some of the

55

The above companies may be suppliers/distributors/consumersare suppliers of RADCOM products orand may render additional services by arm’s length transactions or share logistical arrangements with the Company. Some of theThe above companies are part of a group of companies known as the “RAD-BYNET Group.”

 

Ms. Rachel (Heli) Bennun, who is the Executive Chairman of our Board of Directors, iswas Mr. Zohar Zisapel’s life partner.

 

We and other members of the RAD-BYNET Group may 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 otherscertain 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 During 2023 we purchased products and services from the following 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.rates: RAD Communications, from which we purchased certain operating services, Bynet Communication, from which we purchased network management, IT and communication equipment, testing and repair services, and manpower services, Bynet Applications, from which we purchased, communication equipment and services, and Internet Binat, from which we purchase, internet communication services. The aggregate amountsamount of such payments werepurchases, which may constitute related party transactions under Item 7.B to Form 20-F was approximately $30,000$29,000 in 2017.2023 which amount includes products and services purchased (i) from Bynet Communication, Bynet Applications and Internet Binat until May 19, 2023, the date upon which these vendors may no longer be considered related parties of the Company under Item 7.B to Form 20-F, following the passing away of Mr. Zohar Zisapel and (ii) from RAD Communications throughout 2023, as this company remained a related party of the Company pursuant to Item 7.B to Form 20-F.

 

Office Leases

 

We currently lease office premises in Tel Aviv, Israel and in Paramus, New Jersey, from private companies controlled by Mr.Michael and Klil Zisapel and by Ms. Nava Zisapel, widow of late Yehuda Zisapel, and his wife, Ms. Nava Zisapel, and Mr. Zohar Zisapel.heirs. 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 amountsamount of lease and maintenance payments, werewhich may constitute related party transactions under Item 7.B to Form 20-F, was approximately $645,000$443,000 in 2017. We also sublet approximately 1,260 square feet2023, which amount includes payments made to (i) the companies currently controlled by Ms. Nava Zisapel and the heirs of Yehuda Zisapel - until May 19, 2023, the date upon which these companies may no longer be considered related parties of the New Jersey premisesCompany under Item 7.B to aForm 20-F, following the passing away of Mr. Zohar Zisapel, and (ii) companies controlled by Michael and Klil Zisapel - throughout 2023, as these companies remain related party and received aggregate rental paymentsparties of approximately $11,000 in 2017.the Company pursuant to Item 7.B to Form 20-F. 

 

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 will be approved in which our office holders have a personal interest or which raise issuesaccordance with the requirements 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.

 

 61C.

C.INTERESTS OF EXPERTS AND COUNSEL

 

Not applicable.

 

56

ITEM 8.FINANCIAL INFORMATION

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 20172023 and 2016,2022, the amount of our export sales was approximately $33.5$49.5 million and $28.9$44.6 million respectively, which represented 90%96% and 98%97% of our total sales.sales respectively.

 

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.

 

 B.SIGNIFICANT CHANGES

 

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.

2023.

62

 

ITEM 9.THE OFFER AND LISTING

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 ourOur 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.

B.PLAN OF DISTRIBUTION

Not applicable.

C.MARKETS

From the date of our initial public offering on September 24, 1997 until September 30, 2007 our ordinary shares wereare traded on the Nasdaq GlobalCapital Market under the symbol “RDCM”, and since October 1, 2007 our“RDCM.”

B.PLAN OF DISTRIBUTION

Not applicable.

C.MARKETS

Our ordinary shares have beenare traded on the Nasdaq Capital Market.

 

 D.SELLING SHAREHOLDERS

 

Not applicable.

  

 E.DILUTION

 

Not applicable.

 

 F.EXPENSES OF THE ISSUE

 

Not applicable.

   

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ITEM 10.ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION

 

 A.SHARE CAPITAL

 

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 provisionsCopies of our memorandumMemorandum and Articles of associationAssociation are attached as Exhibit 1.1 and articles of association,Exhibit 1.2, respectively, to this Annual Report. The information called for by this Item is set forth 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 exhibitsExhibit 2.2 to this Annual Report and is incorporated by reference into this Annual Report.   

C.MATERIAL CONTRACTS

On March 29, 2019, we entered into a series of agreements with AT&T relating 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 allsale of our objectivessolutions and purposes can be found in Section 2 of our memorandum of association, as filed with the Israeli Registrar of Companiesservices to AT&T. The AT&T agreements include:

Software and Professional Services Agreement, or the AT&T SPSA – a three-year framework agreement with two additional one-year options which establishes general terms and conditions for the delivery of products and services. Such terms include, among others, terms relating to ordering procedures; AT&T site, privacy, and security requirements; terms related to the licensing of intellectual property to AT&T; change in control provisions permitting AT&T’s termination of the agreement under certain circumstances; intellectual property infringement indemnity; insurance requirements; and limitations of liability. The SPSA provides the structure pursuant to which the parties may enter into supplemental agreements for purposes of effectuating specific orders. With regard to such orders, the terms of any supplemental agreements take precedence over the terms of the SPSA. On August 24, 2022, the AT&T SPSA was extended for an additional period.

Supplement Agreement, or the AT&T Supplement Agreement – a three-year agreement with two additional one-year options governing the sale of our solutions and related professional services to AT&T. The Supplement Agreement provides the detailed technical scope for our solutions and the prices applicable to such solutions. Pursuant to the Supplement Agreement, AT&T has committed to issue certain orders related to the continuing enhancement of existing solutions for the first two years of the agreement and to the expansion of license use rights during the first year of the agreement and retains options to issue certain additional orders over the three-year term of the agreement.

Supplemental Support & Maintenance Agreement – a three-year agreement for our performance of support and maintenance services for our solutions deployed on AT&T’s network. This agreement defines the technical aspects of support including error severity levels, response times, and method of interface, as well as the annual fee for such services. On April 1, 2022, the Supplemental Support & Maintenance Agreement was extended for an additional period.

Additionally, we have entered and amended from time to time by resolutionsmay enter into additional SOWs with AT&T providing for additional products and or services complementary to the services provided under AT&T SPSA and AT&T Supplement Agreement.  

We entered into a series of agreements with Rakuten relating to the sale of our shareholders. One of our objectives issolutions and services 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 listingRakuten. The Rakuten Agreements 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

Master Software and Professional Services Agreement, or MSPSA – a multi-year framework agreement effective May 21, 2019, establishing general terms and conditions for the delivery of software and services. Such terms include, among others, terms relating to ordering procedures, intellectual property, confidentiality, indemnity, and limitations of liability. The MSPSA provides the structure pursuant to which the parties may enter into additional statements of work, or SOWs, for purposes of effectuating specific orders.  The SOWs establish the scope of services, technical specifications, and certain other terms with regard to each particular order. The terms of any SOWs take precedence over the terms of the MSPSA.

 

Rakuten Managed Services Agreement, or the Rakuten Managed Services Agreement – a multi-year agreement effective May 22, 2019, governing the delivery of our solution and services as a managed service to Rakuten and providing the detailed technical scope for the managed services and the prices applicable to such services. Rakuten Managed Services Agreement establishes a multi-year commitment with certain additional renewal periods. On July 14, 2022, the Rakuten Managed Services Agreement was extended by an additional period.

According to our articles of association, our Board of Directors is to consist of not less than three

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Rakuten 5G NSA/SA Managed Services Agreement, or the Rakuten 5G NSA/SA Managed Services Agreement – a multi-year agreement effective as of August 31, 2020, governing the delivery of our solution and services as a managed service to Rakuten’s 5G NSA and SA network, providing the detailed technical scope for the managed services and the prices applicable to such services. The Rakuten 5G NSA/SA Managed Services Agreement establishes a multi-year commitment with certain additional renewal periods.

Additionally, we have entered 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 thatmay enter into additional SOWs with Rakuten providing for additional products and or services complementary to the number of directors on our Board of Directors would be five.  The three-year term of office for our external directors, Mr. Harservices provided under Rakuten Managed Services Agreement and Ms. Hillel, expires in 2019.the Rakuten 5G NSA/SA Managed Services Agreement.

 

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.

 64D. EXCHANGE CONTROLS

 

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:

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
all other important information pertaining to such actions.

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The duty of loyalty of an office holder includes a duty to:

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;
refrain from any activity that is competitive with the company;
refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself, or for others; and
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.

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.

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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:

not in the ordinary course of business;
not on market terms; or
is likely to have a material impact of the Company’s profitability, assets or liabilities.

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.”

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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:

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
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.

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:

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;
a financial obligation imposed on him in favor of another person; and
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.

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:

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;
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
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.

Our articles of association also include provisions allowing us to undertake to indemnify an office holder as aforesaid:

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
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:

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;
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);
any act or omission done with the intent to derive an illegal personal benefit
a fine, civil fine or ransom levied on an office holder, or a financial sanction imposed upon an office holder under Israeli Law.

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.

C.MATERIAL CONTRACTS

For the agreements with Amdocs, see “Item 7.B- Related Party Transactions.”

D. EXCHANGE CONTROLS

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.

 

 E. TAXATION

 

Israeli Tax Considerations

 

The following is a summary of the currentcertain tax structureconsequences applicable to companies incorporated in Israel, with special reference to its effect on us, as well as a summary of Israeli government programs that benefit us. The following also contains a discussion of the material Israeli tax consequences to purchasersconcerning the ownership and disposition of our ordinary shares and Israeli government programs that benefit us.

shares.

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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 below is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli law, possibly with a retroactive effect, which changes could affect the tax consequences described below. 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 foreignnon-Israeli state or local taxes.

 

General Corporate Tax Structure

General Corporate Tax Structure

 

TaxableIsraeli companies are generally subject to corporate tax on their taxable income at a flat rate. Starting 2018 and thereafter, the taxable income of the Company is subject to the following Israeli corporate tax rates: 2015 - 26.5%, 2016 – 25%, 2017 - 24% and 2018 –at the rate of 23%. However, the effective tax rate payable by a company that derives income under the Law for the Encouragement of Capital Investments (as discussed below) may be considerably lower.

 

In December 2016,Under the Israeli Parliament approvedIncome Tax Ordinance (New Version), 5721-1961, or the Economic Efficiency Law (Legislative Amendments for ApplyingOrdinance, a company will be considered as an “Israeli resident” if: (a) it was incorporated in Israel; or (b) the Economic Policy forcontrol and management of its business are operated from Israel.

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Special Provisions Relating to Tax Reporting in United States Dollars

The Company has elected to measure their taxable income and file its Israeli tax return in United States Dollars, under the 2017Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and 2018 Budget Years)Certain Partnerships and the Determination of Their Taxable Income), 2016 which reduces the corporate income tax rate from 25% to 24% effective January 1, 2017 and to 23% effective January 1, 2018.5746-1986.

 

Tax benefits under the Law for the Encouragement of Capital Investments, 1959 ,or5719-1959, or the Encouragement of Capital Investments Law:

The Encouragement of Capital Investments Law was significantly amended effective as of January 2011, or the Amendment 68. The Amendment 68 introduced new benefits to replace those granted in accordance with the provisions of the Encouragement of Capital Investments Law in effect prior to the Amendment 68. However, companies entitled to benefits under the Encouragement of Capital Investments Law as in effect prior to January 1, 2011 were entitled to choose to continue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and have the benefits of the Amendment 68 apply.

 

The Amendment 68 canceled the availability of the benefits granted to Industrial Companies under the Encouragement of Capital Investments Law prior to 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Encouragement of Capital Investments Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the Amendment 68, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in certain areas in Israel designated as Development Area A, in which case the rate will be 10%.

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 enterprisePreferred Enterprise in 2013 will be 7% in Development Area A, and 12.5% in other areas and in 2014-2016 will be 9% in certain areas in Israel designated as Development Area A and 16% in other areas. In 2017 and thereafter, 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 AuthoritiesAuthority, or the ITA 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 corporate tax rate of 7.5% in Development Area A and 12% in other areas, and grantingsetting a corporate tax rate of 6% for enterprises that qualify as a Special Preferred Technological Enterprise.

  

Under Amendment 73, any dividends distributed to “foreign companies”,individuals or non-Israeli shareholders by a Preferred Technological Enterprise or a Special Preferred Technological Enterprise, paid out of income that qualifies as defined“Preferred Technological Income,” are generally subject to tax at the rate of 20% or such lower rate as may be provided in the Economic Efficiency Law, by companies having over 90% foreign (i.e.,non-Israeli) ownership, deriving from incomean applicable tax treaty, which, in each case, will be withheld at source (non-Israeli shareholders are required to present, in advance of payment, a valid withholding certificate from the Preferred Technological Enterprises will beITA allowing for such 20% tax rate or lower treaty rate). However, dividends distributed to an Israeli company are not subject to tax (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided in an applicable tax treaty, will apply. If such dividends are distributed to a foreign corporation or corporations (holding directly at least 90% in the Preferred Company which owns the Preferred Technological Enterprise or holding indirectly such 90% in the Preferred Company which owns the Preferred Technological Enterprise, subject to certain conditions) and other conditions are met, the applicable withholding tax rate will be 4%, or such lower rate as may be provided in an applicable tax treaty (in each case, subject to the receipt in advance of a valid withholding certificate from the ITA).

 

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In order to be eligible for the reduced tax rate,rates, 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.

2023.

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Capital Gains Tax on Sales of Our Ordinary Shares

Capital Gains Tax on Sales of Our Ordinary Shares

 

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 arerepresent 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“Real Capital Gain” and inflationary surplus.“Inflationary Surplus”. The inflationary surplusInflationary 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 gainReal Capital Gain is the excess of the total capital gain over the inflationary surplus.Inflationary Surplus. Inflationary Surplus is currently not subject to tax in Israel.

 

The income tax rate applicable to real gainReal Capital 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%. AsA “Substantial Shareholder” is generally a person who holds, alone or together with a family relative or with a person who is not a relative where the person has a permanent cooperation agreement with such non-relative, directly or indirectly, at least 10% of January 1, 2016,any of the “means of control” of the corporation. “Means of control” generally include the right to vote, receive profits, nominate a director or an additionalexecutive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right. Real capital gain derived by corporations will be generally subject to a corporate tax, currently 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 641,880.23%.

 

Moreover, capital gainsReal 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“business income”, as defined in Section 2(1) of the Ordinance, is taxed in Israel at ordinarythe marginal tax rates applicable to business income rates (for fiscal year 2016, 2017 and 2018,2024, up to 50%47% and 3% excess tax (if applicable) for individuals and for Israeli resident corporations, the corporate tax rate is 25%, 24%23%).

In general, if during the tax year an Israeli resident incurred a foreign loss that, had it been a profit, would have been subject to tax as passive income in Israel, may be offset against passive foreign income. If it is not possible to offset the entire loss in the tax year, the amount of loss that was not offset may be carried forward to subsequent tax years, one after the other, and 23%, respectively).may be offset against foreign passive income during those relevant years, otherwise, it shall not be allowed to be offset in the following year.

 

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, or attributable to, a permanent establishment or business activity of such shareholders in Israel.Israel (and certain other conditions are fulfilled). However, non-Israeli corporations shareholders“Body of Persons” (as defined under the Ordinance, which includes corporate entities, partnerships, and other entities) will not be entitled to the foregoing exemptions if an Israeli resident (i) has, alone or together with such person’s relatives or another person who, according to an agreement, collaborates with such person on a permanent basis regarding material affairs of the company, or with another Israeli tax resident, a controlling interest of more than 25% in any of the means of control of such non-Israeli corporationBody of Persons or (ii) is the beneficiary of or is entitled to 25% or more of the revenues or profits of such non-Israeli corporation,Body of Persons, whether directly or indirectly.

 

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If not exempt, a non-Israeli resident shareholder would generally be subject to Israeli tax on capital gain at the ordinary corporate tax rate (23% in 2024) if generated by a company, or at the rate of 25%, if generated by an individual, or 30%, if generated by an individual who is a “substantial shareholder, at the time of sale or at any time during the preceding 12-month period (or if the shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares).

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

PursuantAdditionally, a sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, 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“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.Israel, under certain terms, (c) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; (d) the capital gain arising from such sale, exchange or disposition is attributed to royalties, or (e) such resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. 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.

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In some instances where our shareholders may be liable to Israeli taxTaxation of Non-Residents 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.Dividends

 

Taxation of Non-Residents on Dividends

Non-Israeli residents are generally subject to Israeli withholding income tax on the receipt of dividends paid on our Sharesordinary shares at the rate of 25% (oror 30% for individuals, if suchan individual shareholder that is considered a Substantial Shareholder (as described above) at theany time receiving the dividend or on any date induring the 12 monthsmonth period preceding such date),date, which tax will be withheld at source, unlesssource. Dividends are generally subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a nominee company (whether the recipient is a Substantial Shareholder or not). If the dividend is distributed from preferred income from a preferred enterprise, the tax certificaterate is obtained20% (non-Israeli shareholders are required to present, in advance of payment, a valid withholding certificate from the ITA allowing for such tax rate). Such dividends are generally subject to Israeli Tax Authority authorizing withholding-exempt remittanceswithholding tax at a rate of 20% if the dividend is distributed from income attributed to a Preferred Enterprise or Technology Technological Enterprise or a reduced rate of tax pursuant toprovided under an applicable tax treaty.

A non-Israeli resident who receives dividends from which tax was withheld is generally exempttreaty between Israel and the shareholder’s country of residence, in each case subject to the receipt in advance of a valid certificate from the duty to fileITA allowing for a reduced tax returns in Israel in respect of such income.rate.

 

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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 ofthroughout the paying corporation’s taxable year in which precedes the date of payment of the dividend is paid 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. The aforementioned rates under the U.S.-Israel Tax Treaty will not apply if the dividend income was derived through or attributed to a permanent establishment of the U.S. recipient in Israel. A valid withholding certificate from the Israel Tax Authority allowing for such reduced treaty tax rates must be presented in advance of payment.

 

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, provided that (i) such income was not generated from business conducted in Israel by such non-Israeli resident; (ii) the non-Israeli resident has no other taxable sources of income in Israel with respect to which a tax return is required to be filed, and (iii) the non-Israeli resident is not liable to Surtax (as explained below).

Israeli Transfer Pricing RegulationsSurtax

 

Section 85AIndividuals who are subject to income tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income (including, but not limited to, income derived from dividends, interest and the regulations thereunder contain elaborate transfer pricing provisionscapital gains) exceeding NIS 721,560 for 2024, which include the arm’s-length principle, that apply to any international transaction in which thereamount is a special relationship between the partieslinked 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 mentionedannual change in the regulationsIsraeli consumer price index.

Estate 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 assetGift Tax

Israeli law presently does not impose estate 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.gift taxes.

 

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%21% rate.

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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:

 

an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

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;

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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.

 

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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;power or value;

own our warrants;

have a functional currency that is not the U.S. dollar;

are grantor trusts;

are S corporations;

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.

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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.

 

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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 (as excluded from the definition of U.S. Holder, above), 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.purpose, although there is no guarantee that this will remain the position or the dividends will qualify for any other reasons.  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.

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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 (as excluded from the definition of U.S. Holder, above), 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 whichthat 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 whichthat 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.

 

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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).individuals.  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, certainCertain 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.

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Taxation for Non-U.S. Holders of 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

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%24%) 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 by the provision of Form W-8 or its substitute, or otherwise establishes an exemption.

 

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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.

 

 G. STATEMENT BY EXPERTS

 

Not applicable.

  

 77H. 

H. DOCUMENTS ON DISPLAY

  

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.

 

J.ANNUAL REPORT TO SECURITY HOLDERS

Not applicable.

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ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 equivalentsbank deposits 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%2.22%-6.80%. 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.bank deposits. 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 2018,2024, we expect that (i) an increasea change of ten percent (10%) in the exchange rate of the NIS to U.S. dollar will decreasehave an impact on our operating expenses expressed in dollar terms by approximately $2$1.5 million per year and vice versa and (ii) an increasea change 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$90,000 per year and vice versa.

  

See also “Item 5.A—Operating and Financial Review and Prospects—Operating Results—Impact of Inflation and Foreign Currency Fluctuations.”

 

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Not applicable.

 

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PART II

 

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

None.

 

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

None. 

 

ITEM 15. CONTROLS AND PROCEDURES

ITEM 15.CONTROLS AND PROCEDURESa.

a.Disclosure Controls and Procedures

 

The Company’s management, together with the chief executive officer and chief financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures of our financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of December 31, 2017.2023. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that, as of December 31, 2017,2023, the Company’s disclosure controls and procedures were: (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is accumulated and communicated to the Company’s management, including the Company’s chief executive officer and chief financial officer, and by others within those entities, as appropriate, to allow timely decisions regarding the required disclosure, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

 

b.Management’s Annual Report on Internal Control over Financial Reporting

 

The Company’s management, under the supervision of the Company’s principal executive and principal financial officers, is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transaction and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP; (3) provide reasonable assurance that our receipts and expenditures are made only in accordance with authorizations of our management and Board of Directors (as appropriate); and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

79

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Under the supervision and with the participation of the Company’s management, including its principal executive and financial officers, the Company conducted an evaluation, and assessed the effectiveness of, our internal control over financial reporting as of December 31, 2017,2023, based on the 2013 framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control —Integrated Framework.

 

Based on our assessment under that framework and the criteria established therein, our management concluded that, as of December 31, 2017,2023, the Company’s internal control over financial reporting was effective.

  

69

c.Attestation Report of the Registered Public Accounting Firm

 

Our independent registered public accounting firm, Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global independently assessed the effectiveness of our internal control over financial reporting and has issued an attestation report, which is included elsewhere in this Annual Report. 

  

d.Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the year ended December 31, 20172023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 16. [RESERVED]

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

 

Our Board of Directors has determined that Irit HillelOren Most is our “audit committee financial expert” (as defined in paragraph (b) of Item 16A of Form 20-F) serving on our Audit Committee.  For information on Ms. Hillel’sMr. Most’s professional and educational background, see “Item 6.A—Directors, Senior Management and Employees—Directors and Senior Management.” Ms. HillelMr. Most qualifies as an “independent” director under the Nasdaq Listing Rules.

 

ITEM 16B.CODE OF ETHICS

ITEM 16B. CODE OF ETHICS

 

On December 24, 2017, our Board of Directors adopted the current version of ourOur Code of Ethics and Business Conduct a code thatwhich applies to all of our directors, officers and employees, including our Chief Executive Officer and our Chief Financial Officer.

Our Code of Ethics,Officer, as may be amended from time to time, is publicly available on our website at http://www.radcom.com. Future amendments to or waivers under our Code of Ethics will be posted on our website.

80

  

ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Kost Forer Gabbay & Kasierer, a member of Ernst and Young Global, is our independent registered public accounting firm. Fees for professional services in 20172023 and 20162022 were, respectively:

 

  2017  2016 
Audit Fees $224,500  $224,500 
Audit Related Fees $3,000  $3,000 
Tax Fees $30,500  $15,500 
All Other Fees $110,000  $95,000 
Total $368,000  $338,000 
  2023  2022 
Audit Fees $285,000  $275,000 
Audit Related Fees $31,406  $3,000 
Tax Fees $16,599  $27,690 
All Other Fees  0   0 
Total $333,005  $305,690 

 

Audit fees included fees associated with the annual audit, the reviews of our quarterly financial statements, audit fees related to our internal control over financial reporting, statutory audits required internationally, consents and assistance with and review of documents filed with the SEC.

 

Audit related fees included fees associated with the annual report for the IIA.IIA and accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements, acquisitions and other accounting issues that occur from time to time.

 

Tax fees included tax compliance, including the preparation of tax returns, tax planning and tax advice, including assistance with tax audits and appeals, advice related to acquisitions, transactions, transfer pricing and assistance with respect to requests for rulings from tax authorities.

 

All other fees included fees related to the 2016 Public Offering and the 2017 Public Offering and other services.

70

 

Audit Committee’s Pre-Approval Policies and Procedures

  

Our Audit Committee oversees our independent auditors.  See also the description under the heading “Board Practices” in “Item 6—Directors, Senior Management and Employees.” Our Audit Committee’s policy is to approve any audit or permitted non-audit services proposed to be provided by our independent auditors, before engaging our independent auditors to provide such services. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of our auditors, the Chairperson of our Audit Committee is authorized to approve any such services between the meetings of our Audit Committee, subject to ratification by the Audit Committee, and to report any such approvals to the Audit Committee at its next meeting. All of the fees set forth above were approved by the Audit Committee.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable. 

 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

 

ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

Not applicable.

 

ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

ITEM 16G. CORPORATE GOVERNANCE

 

Not applicable.

ITEM 16G.CORPORATE GOVERNANCE

We are a foreign private issuer whose Ordinary Shares are listed on the Nasdaq. As such, we are required to comply with U.S. federal securities laws, including the Sarbanes-Oxley Act, and the Nasdaq Listing Rules, including the Nasdaq’s corporate governance requirements.  The Nasdaq Listing Rules provide that foreign private issuers may follow their home country practice in lieu of certain qualitative listing requirements subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws, so long as the foreign issuer submits to Nasdaq in advance a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws and discloses that it does not follow such listing requirement and describes the home country practice followed in its reports filed with the SEC. In addition, a foreign private issuer must disclose in its annual reports filed with the SEC each such requirement that it does not follow and describe the home county practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules.

81

 

In accordance with Israeli law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Listing Rules, we have elected to follow the provisions of the Israeli Companies Law, rather than the Nasdaq Listing Rules, with respect to the following requirements:

 

Distribution of periodic reports to shareholders; proxy solicitation.solicitation. As opposed to the Nasdaq Listing Rules, which require listed issuers to make such reports available to shareholders in one of a number of specific manners, Israeli law does not require us to distribute periodic reports directly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports to shareholders but to make such reports available through a public website. In addition to making such reports available on a public website, we currently make our audited financial statements available to our shareholders at our offices and will only mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation rules.

Compensation of officers. Israeli law and our amended and restated articles of association do not require that the independent members of our Board of Directors (or a compensation committee composed solely of independent members of our Board of Directors) determine an executive officer’s compensation, as is generally required under the Nasdaq Listing Rules with respect to the Chief Executive Officer and all other executive officers. Instead, compensation of executive officers is determined and approved by our Compensation Committee and our Board of Directors, and in certain circumstances by our shareholders, either in consistency with our office holderOffice Holder compensation policy or, in special circumstances in deviation therefrom, taking into account certain considerations stated in the Israeli Companies Law.

71

Shareholder approval is generally required for executive officer compensation in the event (i) approval by our Board of Directors and our Compensation Committee is not consistent with our office holdersOffice Holders compensation policy, or (ii) compensation required to be approved is that of our chief executive officer who is not a director or an executive officer who is also the controlling shareholder of our company (including an affiliate thereof). Such shareholder approval shall require a majority vote of the shares present and voting at a shareholders meeting, provided either (i) such majority includes a majority of the shares held by non-controlling shareholders who do not otherwise have a personal interest in the compensation arrangement that are voted on at the meeting, excluding for such purpose any abstentions of disinterested shareholders, or (ii) the total shares held by non-controlling and disinterested shareholders voted against the arrangement does not exceed 2% of the voting rights in our company.

Additionally, approval of the compensation of an executive officer, who is also a director, shall generally require a simple majority vote of the shares present and voting at a shareholders meeting, if consistent with our office holdersOffice Holders compensation policy. Our Compensation Committee and Board of Directors may, in special circumstances, approve the compensation of an executive officer (other than a director, a chief executive officer or a controlling shareholder) or approve the compensation policy despite shareholders’ objection, based on specified arguments and taking shareholders’ objections into account. Our Compensation Committee may further exempt an engagement with a nominee for the position of chief executive officer, who meets the non-affiliation requirements set forth for an external director, from requiring shareholders’ approval, if such engagement is consistent with our office holdersOffice Holders compensation policy and our Compensation Committee determines based on specified arguments that presentation of such engagement to shareholders’ approval is likely to prevent such engagement. To the extent that any such transaction with a controlling shareholder is for a period extending beyond three years, approval is required once every three years.

82

 

A director or executive officer may not be present when the board of directors of a company discusses or votes upon the terms of his or her compensation, unless the chairman of the board of directors determines that he or she should be present to present the transaction that is subject to approval.

Shareholder approval. We will seek shareholder approval for all corporate actions requiring such approval under the requirements of the Israeli Companies Law, rather than seeking approval for corporation actions in accordance with Nasdaq Listing Rule 5635. In particular, under this Nasdaq rule, shareholder approval is generally required for: (i) an acquisition of shares/assets of another company that involves the issuance of 20% or more of the acquirer’s shares or voting rights or if a director, officer or 5% shareholder has greater than a 5% interest in the target company or the consideration to be received; (ii) the issuance of shares leading to a change of control; (iii) adoption/amendment of equity compensation arrangements; and (iv) issuances of 20% or more of the shares or voting rights (including securities convertible into, or exercisable for, equity) of a listed company via a private placement (and/or via sales by directors/officers/5% shareholders) if such equity is issued (or sold) at below the greater of the book or market value of shares.a specific minimum price. By contrast, under the Israeli Companies Law, shareholder approval is required for, among other things: (i) transactions with directors concerning the terms of their service or indemnification, exemption and insurance for their service (or for any other position that they may hold at a company), for which approvals of the compensation committee, board of directors and shareholders are all required, (ii) extraordinary transactions with controlling shareholders of publicly held companies, which require the special approval described below under “Approval of Related Party Transactions under Israeli Law – Disclosure of personal interests of controlling shareholders,” and (iii) terms of employment or other engagement of the controlling shareholder of the Company or such controlling shareholder’s relative, which require the special approval described below under “Approval of Related Party Transactions under Israeli Law  Disclosure of personal interests of a controlling shareholder and approval of transactions.” In addition, under the Israeli Companies Law, a merger requires approval of the shareholders of each of the merging companies.

 

72

Approval of Related Party Transactions under Israeli Law

 

Disclosure of personal interests of a controlling shareholder and approval of transactions

 

The Israeli Companies Law also requires that a controlling shareholder promptly disclose to the company any personal interest that he or she may have and all related material information or documents relating to any existing or proposed transaction by the company. A controlling shareholder’s disclosure must be made promptly and in any event no later than the first meeting of the board of directors at which the transaction is considered. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, including a private placement in which a controlling shareholder has a personal interest, and the terms of engagement of the company, directly or indirectly, with a controlling shareholder or a controlling shareholder’s relative (including through a corporation controlled by a controlling shareholder), regarding the company’s receipt of services from the controlling shareholder, and if such controlling shareholder is also an office holderOffice Holder of the company, regarding his or her terms of employment, require the approval of each of (i) the audit committee or the compensation committee with respect to the terms of the engagement of the company, (ii) the board of directors and (iii) the shareholders, in that order. In addition, the shareholder approval must fulfill one of the following requirements:

 

a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or

the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.

  

In addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances.

 

The Israeli Companies Law requires that every shareholder that participates, in person, by proxy or by voting instrument, in a vote regarding a transaction with a controlling shareholder, must indicate in advance or in the ballot whether or not that shareholder has a personal interest in the vote in question. Failure to so indicate will result in the invalidation of that shareholder’s vote.

 

ITEM 16H.MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

Not applicable.

ITEM 16K. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is designed to assess, identify, and manage material risks from cybersecurity threats and includes a cybersecurity incident response plan. Our cybersecurity risk management program has been designed to follow our industry’s best practices and includes a comprehensive set of enterprise security policies and procedures.

83

73

 

 

Cybersecurity represents an important component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards and practices are integrated into the Company’s enterprise risk management approach, and cybersecurity risks are one of the enterprise risks that are subject to oversight by the Company’s Board of Directors.

Our cybersecurity risk management program includes:

risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

periodic cybersecurity awareness training of our employees;

a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

maintaining ISO/IEC 27001 certification since 2022.

We also engage our internal auditor to conduct internal reviews of our cybersecurity policies and practices and penetration testing. In addition, during 2023, we conducted a tabletop exercise as part of a disaster preparedness activity, the purpose of which was to examine the Company’s readiness for business continuity processes and emergency preparedness, which includes complex and diverse cyber attacks.

During 2023, we did not identify any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see “Item 3.D—Risk Factors – Disruptions to our IT systems due to system failures or cybersecurity attacks may impact our operations, result in sensitive customer information being compromised, which would negatively materially adversely affect our reputation and business” and “Item 3.D—Risk Factors – Cyber-attacks on our customers’ networks involving our products could have an adverse effect on our business” in this Annual Report.

Cybersecurity Governance

Our Board of Directors considers cybersecurity risk as part of its risk oversight function. The Company’s Board of Directors receives presentations on cybersecurity risks several times a year, which address a wide range of topics including, for example, recent developments, third-party reviews, the threat environment, technological trends and information security considerations arising with respect to the Company. The Board of Directors will receive prompt and timely information regarding significant cybersecurity incidents, as well as ongoing updates regarding such incidents until it has been addressed. The Board of Directors also regularly discuss the Company’s approach to cybersecurity risk management with the Company’s senior management.

We utilize third-party cybersecurity experts, or Third-Party Expert, for information security services. Our Third-Party Expert works with our IT Manager, and both are supervised by members of our senior management, including our Chief Operating Officer, Chief Technology Officer and Chief Financial Officer. Together they oversee our cybersecurity risk management and have primary responsibility for identifying, assessing, remediating and managing cybersecurity risks threats and incidents. Our Third-Party Expert and the dedicated personnel in its team are certified and experienced information systems security professionals and information security managers with many years of experience. Our Third-Party Expert regularly provides our senior management team with updates on the performance of the cybersecurity risk management program and provides updates and presentations to our Board of Directors as necessary throughout the year.

As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to affect us, including our business strategy, results of operations or financial condition.

74

PART III

  

ITEM 17.FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS

 

We have responded to Item 18 in lieu of this item.

 

ITEM 18.FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS

 

Our consolidated financial statements and the report of independent registered public accounting firm in connection therewith are filed as part of this Annual Report, as noted below:

RADCOM LTD. AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023

INDEX

Index to the Consolidated Financial Statements

Page

ReportReports of Independent Registered Public Accounting Firm (PCAOB ID 1281)

F-2 - F-5

Consolidated Balance Sheets

F-5F-6 - F-7

Consolidated Statements of OperationsIncome (Loss)

F-7F-8
Consolidated StatementStatements of Comprehensive Income (Loss)F-8F-9

Consolidated Statements of Changes in Shareholders’ Equity

F-9F-10

Consolidated Statements of Cash Flows

F-10F-11 - F-12
Notes to Consolidated Financial StatementsF-12F-13 - F-44

84

ITEM 19.EXHIBITS

The exhibits filed with or incorporated into this Annual Report are listed below.

Exhibit No.Description
1.1Memorandum of Association, as amended (incorporated herein by reference to the (i) Registration Statement on Form F-1 of RADCOM Ltd. (File No. 333-05022), filed with the SEC on June 12, 1996, (ii) Form 6-K of RADCOM Ltd., filed with the SEC on April 1, 2008 and (iii) Exhibit 99.2 to Form 6-K of RADCOM Ltd., filed with the SEC on November 23, 2015).
1.2Amended and Restated Articles of Association, as amended (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2016, filed with the SEC on March 30, 2017).
2.1Form of ordinary share certificate (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2012, filed with the SEC on April 22, 2013).
4.12003 Share Option Plan (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2012, filed with the SEC on April 22, 2013).
4.22013 Share Option Plan, as amended (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2014, filed with the SEC on March 26, 2015).
4.3Share and Warrant Purchase Agreement, dated as of April 23, 2013, by and between RADCOM Ltd. and the purchasers listed therein (incorporated herein by reference to the Form F-3/A of RADCOM Ltd., filed with the SEC on July 3, 2013).
4.4Master Subcontract Agreement, dated March 23, 2015, by and between Amdocs Inc. and RADCOM US (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2016, filed with the SEC on March 30, 2017)*.
4.5Value Added Reseller Agreement, dated December 30, 2015, by and between Amdocs Software Systems Limited and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2016, filed with the SEC on March 30, 2017)*.
4.6Addendum to the Value Added Reseller Agreement, dated December 30, 2015, by and between Amdocs Software Systems Limited and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2016, filed with the SEC on March 30, 2017)*.
4.7Supplemental Agreement, dated December 30, 2015, by and between Amdocs Software Systems Limited and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2016, filed with the SEC on March 30, 2017)*.
4.8RADCOM Compensation Policy for Executive Officers and Directors, as amended on August 16, 2016. (incorporated herein by reference to the Form 6-K of RADCOM Ltd., filed with the SEC on July 12, 2016).
8.1List of Subsidiaries (filed herewith).
12.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
12.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
13.1Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
13.2Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
15.1Consent of Kost Forer Gabbay & Kasierer, a member of Ernst and Young Global, dated March 28, 2018 (filed herewith).
101The following financial information from RADCOM Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015; (ii) Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2017, 2016 and 2015 (iii) Consolidated Balance Sheets at December 31, 2016 and 2015; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015; and (vi) Notes to Consolidated Financial Statements (filed herewith).

*Confidential treatment was granted with respect to certain portions of this exhibit pursuant to 17.C.F.R. §240.24b-2. Omitted portions were filed separately with the SEC.

85

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

RADCOM LTD.
By:/s/Yaron Ravkaie
Name:Yaron Ravkaie
Title:Chief Executive Officer
 Date:March 28, 2018

86

RADCOM LTD. AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2017

INDEX

Page
Reports of Independent Registered Public Accounting FirmF-2 - F-4
Consolidated Balance SheetsF-5 - F-6
Consolidated Statements of OperationsF-7
Consolidated Statements of Comprehensive Income (Loss)F-8
Consolidated Statements of Changes in Shareholders’ EquityF-9
Consolidated Statements of Cash FlowsF-10 - F-11
Notes to Consolidated Financial StatementsF-12 - F-44

- - - - - - - - - - - -

F-1


 

 

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A

Tel-Aviv 6492102, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of RadcomRADCOM Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of RadcomRADCOM Ltd. and its subsidiaries (the “Company”)Company) as of December 31, 20172023 and 2016 and2022, the related consolidated statements of operations, consolidated statements ofincome (loss), comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 20172023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2023, in conformity with U.S. generally accepted accounting principles.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 28, 2018April 2, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


 

/s/ KOST FORER GABBAY & KASIERERRevenue Recognition
A Member
Description
of Ernst & Young Globalthe Matter

As explained in Note 2(l) to the consolidated financial statements, the Company generates revenues mainly from selling software products, maintenance and managed services. The Company enters into contracts with customers that include combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The transaction price is then allocated to the distinct performance obligations based on their standalone selling price (“SSP”) and revenue is recognized when control of the distinct performance obligation is transferred to the customer.

Auditing the Company’s recognition of revenue involved a high degree of auditor judgment due to the effort to evaluate i) the identification and determination of whether products and services, such as software licenses and related services, are considered distinct performance obligations and the timing of revenue recognition and ii) the determination of SSP for each distinct performance obligation.

How We

Addressed
the Matter
in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls related to the identification and determination of distinct performance obligation, and the determination of stand-alone selling prices for each distinct performance obligation and the timing of revenue recognition.

Our audit procedures also included, among others, selecting a sample of customer contracts and reading contract source documents for each selection, including the executed contract and purchase order and evaluating the appropriateness of management’s application of significant accounting policies on the contracts. We tested management’s identification of significant terms for completeness, including the identification and determination of distinct performance obligations and the timing of revenue recognition. We also evaluated the reasonableness of management’s estimate of SSP for products and services and tested the mathematical accuracy of management’s calculations of revenue. Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.

/s/ KOST FORER GABBAY & KASIERER

A Member of EY Global

We have served as the Company’s auditor since 2009.

Tel-Aviv, Israel
March 28, 2018

F-2

Tel-Aviv, Israel

April 2, 2024


 

 

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A

Tel-Aviv 6492102, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of RadcomRADCOM Ltd.

Opinion on Internal Control over Financial Reporting

We have audited RadcomRADCOM Ltd. and its subsidiaries internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO Criteria”). In our opinion, RadcomRADCOM Ltd. and its subsidiaries (“the Company”)(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20172023 and 2016 and the2022 ,the related consolidated statements of operations, consolidated statements ofincome (loss), comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017 of2023 and the Companyrelated notes and our report dated March 28, 2018April 2, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

F-3


 

 

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A

Tel-Aviv 6492102, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
Tel-Aviv, Israel
March 28, 2018

F-4

/s/ KOST FORER GABBAY & KASIERER

KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global

Tel-Aviv, Israel

April 2, 2024


 

RADCOM LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

U.S. dollars in thousands

  December 31, 
  2017  2016 
       
ASSETS      
       
CURRENT ASSETS:      
Cash and cash equivalents $22,575  $42,886 
Restricted bank deposit  36   32 
Short-term bank deposit  40,000   - 
Trade receivables (net of allowances for doubtful accounts amounted to $9 as of December 31, 2017, and 2016)  20,266   4,388 
Inventories  1,199   623 
Other accounts receivable and prepaid expenses  2,685   1,960 
         
Total current assets  86,761   49,889 
         
SEVERANCE PAY FUND  3,052   2,788 
         
OTHER LONG - TERM RECEIVABLES  172   375 
         
PROPERTY AND EQUIPMENT, NET  1,924   1,516 
         
Total assets $91,909  $54,568 
  December 31, 
  2023  2022 
       
ASSETS      
       
CURRENT ASSETS:      
Cash and cash equivalents $10,892  $9,527 
Short-term bank deposits  71,273   64,130 
Trade receivables, net  13,412   11,074 
Inventories  246   795 
Other accounts receivable and prepaid expenses  1,592   1,928 
         
Total current assets  97,415   87,454 
         
NON- CURRENT ASSETS:        
         
Long-term bank deposits  -   4,002 
Severance pay fund  3,142   3,524 
Other long-term receivables  1,573   2,557 
Property and equipment, net  798   1,010 
Operating lease right-of-use assets  1,651   2,457 
Goodwill  1,243   - 
Intangible assets, net  1,707   - 
         
Total non-current assets  10,114   13,550 
Total assets $107,529  $101,004 

The accompanying notes are an integral part of the consolidated financial statements.

F-5


 

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 
  December 31, 
  2023  2022 
       
LIABILITIES AND SHAREHOLDERS’ EQUITY      
       
CURRENT LIABILITIES:      
Trade payables $2,640  $2,708 
Employees and payroll accruals  5,400   5,198 
Deferred revenues and advances from customers  1,469   7,037 
Current maturities of lease liabilities  1,062   1,024 
Other liabilities and accrued expenses  9,540   6,829 
         
Total current liabilities  20,111   22,796 
         
NON-CURRENT LIABILITIES:        
Accrued severance pay  3,728   3,973 
Operating lease liabilities  561   1,452 
Other liabilities and accrued expenses  638   - 
         
Total non-current liabilities  4,927   5,425 
         
Total liabilities $25,038  $28,221 
         
COMMITMENTS AND CONTINGENCIES        
         
SHAREHOLDERS’ EQUITY:        
Share capital:        
Ordinary Shares of NIS 0.20 par value: Authorized: 20,000,000 shares at December 31, 2023 and 2022; 15,343,764 and 14,775,114 shares issued and 15,307,732 and 14,739,082 shares outstanding at December 31, 2023 and 2022, respectively $736  $706 
Additional paid-in capital  154,697   148,610 
Accumulated other comprehensive loss  (3,030)  (2,908)
Accumulated deficit  (69,912)  (73,625)
         
Total shareholders’ equity  82,491   72,783 
         
Total liabilities and shareholders’ equity $107,529  $101,004 

The accompanying notes are an integral part of the consolidated financial statements.

F-6


 

RADCOM LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONSINCOME (LOSS)

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 
  Year ended December 31, 
  2023  2022  2021 
Revenues:         
Products $22,840  $18,997  $15,336 
Services  28,760   27,054   24,946 
             
   51,600   46,051   40,282 
             
Cost of revenues:            
Products  5,662   5,471   5,543 
Services  8,111   7,243   5,880 
             
   13,773   12,714   11,423 
             
Gross profit  37,827   33,337   28,859 
             
Operating expenses:            
Research and development  19,575   21,483   20,347 
Less - royalty-bearing participation  736   762   537 
             
Research and development, net  18,839   20,721   19,810 
             
Sales and marketing  14,592   12,270   10,358 
General and administrative  5,058   4,460   4,184 
             
Total operating expenses  38,489   37,451   34,352 
             
Operating loss  (662)  (4,114)  (5,493)
             
Financial income, net  4,557   2,016   354 
             
Income (loss) before taxes on income  3,895   (2,098)  (5,139)
             
Taxes on income  (182)  (159)  (124)
             
Net income (loss) $3,713  $(2,257) $(5,263)
             
Basic net income (loss) per Ordinary Share $0.25  $(0.16) $(0.37)
Diluted net income (loss) per Ordinary Share $0.24  $(0.16) $(0.37)
             
Weighted average number of Ordinary Shares used in computing basic net income (loss) per Ordinary Share  15,098,642   14,525,449   14,124,404 
Weighted average number of Ordinary Shares used in computing diluted net income (loss) per Ordinary Share  15,297,947   14,525,449   14,124,404 

The accompanying notes are an integral part of the consolidated financial statements.

F-7


 

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)
  Year ended December 31, 
  2023  2022  2021 
          
Net income (loss) $3,713  $(2,257) $(5,263)
             
Other comprehensive income (loss):            
Foreign currency translation adjustments  (122)  (288)  42 
             
Total other comprehensive income (loss)  (122)  (288)  42 
             
Comprehensive income (loss) $3,591  $(2,545) $(5,221)

The accompanying notes are an integral part of the consolidated financial statements.

F-8


 

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 
  Number of
shares
  Share
capital
amount
  Additional
paid-in
capital
  Accumulated
other
comprehensive
loss
  Accumulated
deficit
  Total
shareholders’
equity
 
                   
Balance as of January 1, 2021  13,931,456  $657  $140,129  $(2,662) $(66,105) $72,019 
                         
Share-based compensation  -   -   3,356   -   -   3,356 
RSUs vested  223,730   12   (12)  -   -   - 
Net loss  -   -   -   -   (5,263)  (5,263)
Other comprehensive income  -   -   -   42   -   42 
                         
Balance as of December 31, 2021  14,155,186  $669  $143,473  $(2,620) $(71,368) $70,154 
                         
Share-based compensation  -   -   5,174   -   -   5,174 
RSUs vested  583,896   37   (37)  -   -   - 
Net loss  -   -   -   -   (2,257)  (2,257)
Other comprehensive loss  -   -   -   (288)  -   (288)
                         
Balance as of December 31, 2022  14,739,082  $706  $148,610  $(2,908) $(73,625) $72,783 
                         
Share-based compensation  -   -   6,117   -   -   6,117 
RSUs vested  568,650   30   (30)  -   -   - 
Net income  -   -   -   -   3,713   3,713 
Other comprehensive loss  -   -   -   (122)  -   (122)
                         
Balance as of December 31, 2023  15,307,732  $736  $154,697  $(3,030) $(69,912) $82,491 

The accompanying notes are an integral part of the consolidated financial statements.

F-9


 

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 

  Year ended December 31, 
  2023  2022  2021 
Cash flows from operating activities:         
          
Net income (loss) $3,713  $(2,257) $(5,263)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:            
Depreciation and amortization  621   477   540 
Share-based compensation  6,117   5,174   3,356 
Change in:            
Severance pay, net  137   (46)  (164)
Trade receivables, net  (2,332)  (1,039)  2,412 
Other account receivables and prepaid expenses  1,381   (1,140)  289 
Inventories  552   157   (410)
Trade payables  (17)  16   1,017 
Employees and payroll accruals  192   768   16 
Other liabilities and accrued expenses  2,225   910   724 
Deferred revenue and advances from customers  (5,580)  4,341   (411)
Changes in operating lease right-of-use assets and liabilities, net  (48)  (112)  40 
Accrued interest on bank deposits and other  (2,255)  (1,230)  (144)
             
Net cash provided by operating activities  4,706   6,019   2,002 
             
Cash flows from investing activities:            
             
Business acquisitions, net of cash acquired (Refer to Note 10)  (2,477)  -   - 
Net investment in short-term and long-term bank deposits  (885)  (8,281)  (3,064)
Purchase of property and equipment  (232)  (150)  (437)
             
Net cash used in investing activities  (3,594)  (8,431)  (3,501)
             
Foreign currency translation adjustments on cash and cash equivalents $253  $(9) $(101)
             
Increase (decrease) in cash and cash equivalents  1,365   (2,421)  (1,600)
Cash and cash equivalents at beginning of the year  9,527   11,948   13,548 
             
Cash and cash equivalents at end of the year $10,892  $9,527  $11,948 

 

F-10


 

RADCOM LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

  Year ended December 31, 
  2023  2022  2021 
(a) Non-cash investing activities:         
          
  Purchase of property and equipment $43  $95  $55 
  Net increase in operating lease right-of-use assets $202  $1,624  $117 
             
(b) Cash paid during the year for:            
             
  Taxes on income $190  $104  $82 

 

   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.

F-11


 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 1: - GENERAL

NOTE 1: -GENERAL

a.a.RADCOM Ltd. (the “Company”) is, an Israeli corporation, which provides NFV-ready service assurance,is a leading provider of 5G ready cloud-native, network intelligence and service assurance solutions for Communication Service Providerstelecom operators (“CSPs”CSP”). The Company’s solutions support CSPs in their transition to virtualization and 5G networks, delivering dynamic, on-demand service assurance and network troubleshooting for real time customer and service insights. The Company’s solutions include RADCOM Service Assurance, (MaveriQ), an NFVa cloud-native, 5G-ready, fully virtualized service assurance solution which continuously monitorsallows telecom operators to gain end-to-end network performancevisibility and quality of services to optimize usercustomer experience for CSPs’ subscribers andinsights across all networks; RADCOM Network Visibility, a cloud-native network visibility solution launched in February 2018 that offers advanced network intelligence and packet broker functionality.and filtering solution that allows CSPs to manage network traffic at scale across multiple cloud environments and control the visibility layer to perform dynamic, on-demand analysis of select datasets; and RADCOM Network Insights, a business intelligence solution offering smart insights for multiple use cases, enabled by data captured and correlated through RADCOM Network Visibility and RADCOM Service Assurance. The Company specializes in solutions for next-generation mobile and fixed networks, including 5G, Long Term Evolution (“LTE”), Voice over LTE LTE-A, VoLTE, IMS, VoIP, WiFi, VoWiFi, UMTS/GSM(“VoLTE”), Voice over Wifi (“VoWifi”), IP Multimedia Subsystem (“IMS”), Voice over IP (“VoIP”), and mobile broadband.Universal Mobile Telecommunication Service (“UMTS”). The Company’s ordinary 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 AmericaUnited States and Brazil, respectively.Brazil. The Company also has a wholly-owned subsidiary in India, that primarily provides marketing and customer support and development services worldwide. Additionally,On August 31, 2022, the Company hasestablished a wholly-owned subsidiary in Israel solely established forCanada named RADCOM Canada Limited (hereinafter- the purpose“Canadian subsidiary”). The Canadian subsidiary is engaged in the deployment and customer support of making various investments, including securities purchases. the Company’s products in United States.

 

b.In December 2015, theThe 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 dependdepends on a limited number of customers.customers for selling its solution. Such customers accounted for 76% of the Company’s revenues for the year ended December 31, 2023. 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)Note13c2).

The loss of any significantmajor 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.

 F-12c.On April 30, 2023, the Company acquired certain assets and liabilities of Continual Ltd., an Israel corporation (hereinafter- “Continual”) for total gross consideration of $2,477.


 

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

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.

F-13

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”).

a.a.Use of estimates:

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.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 ofFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 830 “Foreign Currency Matters”.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 hasis the BRL, all amounts on the balance sheets have been determined to be its local currency, assets and liabilities are translated at year-endinto the dollar using the exchange rates andin effect on the relevant balance sheet dates. All amounts in the statements of income itemsoperations have been translated into the dollar using the exchange rate on the respective dates on which those elements are translated at average exchange rates prevailing during the year. Suchrecognized. The resulting translation adjustments are recordedreported as a separate component of accumulated other comprehensive lossincome (loss) in the shareholders’ equity.

F-14


 

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.)

NOTE 2: -c.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.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.e.RestrictedShort-term and long-term bank deposit:deposits:

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 depositdeposits are deposits with an original maturitymaturities of more than three months but equal or less than one year from the date of investment and which doesdo not meet the definition of cash equivalents. Long-term bank deposits are deposits with maturities of more than one year. Such deposits include annual interest rates ranging between 5.85%-7.10% resulting in accrued interest of $2,255 and $1,230 as of December 31, 2023 and 2022, respectively. The deposit isdeposits are presented according to itstheir terms of deposit.including accrued interest.

f.Trade receivables:

Trade receivables are recorded and carried at the original invoiced amount which was recognized as revenues less an allowance for credit losses. Trade receivables also include unbilled receivables amounts that will be invoiced in the following year. The Company generally does not require collateral or security. The Company makes estimates of expected credit losses based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses on the Company’s consolidated statements of income (loss). Allowance for credit losses as of December 31, 2023 and as of December 31, 2022, was immaterial.

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, restrictedshort-term and long-term bank deposit, short-term bank deposit,deposits, severance pay fund and trade receivables.

Cash and cash equivalents restrictedand short term bank deposit and short-term bank depositdeposits 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.

F-15

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2: -

NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

h.Inventories:

h.Inventories:

Inventories are stated at the lower of cost and net realizable value. Cost is determined on a “moving average” basis.The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. 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.

TotalNo inventory write-offs were recorded during the years ended December 31, 2017, 20162023, 2022 and 2015 amounted to $369, $498 and $346, respectively.2021.

i.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 equipment15 - 33
Office furniture and equipment6 - 3320
Leasehold improvementsAt the shorter of the lease period or useful life of the leasehold improvement

j.j.Impairment of long-lived assets:

The Company’s long-lived assets, including finite-lived intangible 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, 20162023, 2022 and 2015,2021, no impairment losses were identified.have been recognized.

F-16

 

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.)

k.Leases

Under ASC 842, “Leases” (“ASC 842”), the Company determines if an arrangement is a lease at inception. The Company’s assessment is based on: (1) whether the contract includes an identified asset, (2) whether the Company obtains substantially all of the economic benefits from the use of the asset throughout the period of use, and (3) whether the Company has the right to direct how and for what purpose the identified asset is used throughout the period.

The Company elected the package of practical expedients permitted under the standard related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the operating lease right-of-use (“ROU”) assets and operating lease liabilities.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company consider only payments that are fixed and determinable at the time of commencement. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments.

Several of the Company’s leases include options to extend the lease and some have termination options that are factored into the Company’s determination of the lease when appropriate. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company’s lease agreements do not contain any residual value guarantees.

Operating lease expenses are recognized on a straight-line basis over the lease term. For all short-term leases which are less than 12 months the Company does not recognize operating lease ROU assets or operating lease liabilities, but recognizes lease expenses over the lease term on a straight-line basis.

See Note 9 for further information on leases.


RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands, except share and per share data

NOTE 2: -

NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

l.Revenue recognition:

k.Revenue recognition:

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 605,606, “Revenue Recognition”,from Contracts with Customers”. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when persuasive evidence of an agreement exists, delivery of(or as) the product has occurred, the fee is fixed or determinable and collectability is reasonably assured.Company satisfies a performance obligation as follows:

a)Identify the contract with a customer:

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 ofgenerally considers either agreements or purchase orders, which in some cases are governed by master agreements, to be contracts with customers. In evaluating the Company’s inventories,contract with a customer, the Company analyzes the customer’s intent and they do not buy products from the Company. The Company invoices the end-user customers directly, collects payment directly and then pays commissionsability 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, inpay the amount of promised consideration and considers the estimated lossprobability of collecting substantially all of the consideration.

b)Identify the performance obligations in the contract:

At a contract’s inception, the Company assesses the goods or services promised in a contract with a customer and identifies the performance obligations.

The main performance obligations would generally include:

License for the Company’s software solutions, professional services, managed services, service type warranty and post-contract customer support, each of which are distinct.

c)Determine the transaction price:

The transaction price is the amount of consideration to which the Company is entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

Generally, the entire contract.Company doesn’t grant its customers a right to return the products sold. However, in some cases, the arrangements may include refunds, liquidated damages, penalties or other damages if the Company fails to deliver future goods or services or if the goods or services fail to meet certain specifications. All of the above are accounted for as variable considerations, which may result in an adjustment to the transaction price.

F-17

 

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.)

NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Under

The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s selling arrangements,anticipated performance and all information (historical, current and forecasted) that is reasonably available.

The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is a year or less. As the period of time between delivery and payment for most of the Company’s contracts is less than one year, these contracts are not assessed for a significant financing component. In other contracts, the Company determined that those contracts generally providesdo not include a one-year warranty, which includes bug fixingsignificant financing component, as the primary purpose of the invoicing terms for these contracts is to provide customers with simplified and a hardware warranty (“Warranty”) for all its products. After the Warranty period initially provided withpredictable ways of purchasing the Company’s products ends,and services, not to receive or provide financing.

d)Allocate the transaction price to the performance obligations in the contract:

For software licenses where the Company may sell extended warranty contractsstandalone selling price (“SSP”) cannot be determined based on observable prices, given the same products are sold for a broad range of amounts and the selling price is highly variable, the SSP included in a contract with multiple performance obligations is determined by applying a residual approach. SSP of services are typically estimated based on observable transactions when these services are sold on a standalone basis which includes bug fixing andor on a hardware warranty.cost basis. The transaction price is allocated to the separate performance obligations on a relative SSP basis.

e)Recognize revenue when a performance obligation is satisfied:

Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control is either transferred over time or at a point in time.

Products: Revenues from warranty and supportsoftware solutions which include revenuecustomer acceptance or software license only contracts, are recognized at a point in time of the acceptance of the solution or the point in time the software license is delivered.

Services: Revenues related to extended warranty contracts whichmanaged services, maintenance, support and post-contract customer support 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 recognizedratably over the term of the maintenancecontract period. Professional services revenues are recognized as services are performed.

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. Deferred revenues are classified as short-term and long-term deferred revenues based on the period in which revenues are expected to be recognized.

See also Note 3 for additional revenue recognition disclosures.


 

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.)

m.l.Cost of revenues:

Cost of revenues areis 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”).

n.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. For graded vesting awards net of forfeitures as incurred.subject to service conditions only, the Company uses the straight-line attribution method. 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 ofestimates 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.

F-18

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.

No options were granted in 2023 and 2021. The fair value for options granted in 2017, 2016 and 20152022 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.2022
Dividend yield0%
Exercise price10.99
Expected volatility37.57%
Risk-free interest3.18%
Expected life (in years)5


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.)

Change in Accounting Principle - Share-based Compensation

In 2021, the Company elected to change its accounting policy for recognizing share-based compensation expense for graded vesting share awards subject to service conditions only by applying the straight-line attribution method instead of the accelerated attribution method and using an estimated forfeiture rate of awards expected to be forfeited for each award rather than account for the forfeitures as they occur. The change in the recognition of share-based compensation expense represents a change in accounting principle which the Company believes to be preferable because the straight-line attribution method is the predominant method used in its industry and because estimating forfeitures will result in a more accurate attribution of share-based compensation expense since the Company has accumulated during the last few years sufficient historical experience to make a reasonable estimate of the forfeiture pattern of its employees.

A change in accounting principle requires retrospective application, if material. The impact of the change in the accounting policy described above to the Company’s time-based awards was immaterial to prior periods and to the year ended December 31, 2021. As a result, the Company has accounted for the cumulative effect of this change in its consolidated results for the year ended December 31, 2021. The effect of the new policy was a decrease in net loss of $141, or $0.01 per share (basic and diluted), for the year ended December 31, 2021.

o.Advertising and marketing expenses:

Advertising and marketing expenses consist primarily of marketing campaigns and tradeshows. Advertising and marketing expenses are charged to the statement of income (loss), as incurred. Advertising and marketing expenses for the years ended December 31, 2023, 2022 and 2021, amounted to $622, $278 and $131, respectively.

p.Research and development costs:

Research and development costs are charged to the statement of operations as incurred except for royalty-bearing participation from the IIA as described in Note 2o.2p.

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.

F-19

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2: -

NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

q.Government grants:

o.Government grants:

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).

TheDuring the years 2012 to 2017, the Company also receivesreceived grants from the Israeli Ministry of Economy (the “MOE”), which are grants of up to 50% of relevant marketing expenses. These grants arewere 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).

r.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 and restricted share units (“RSUs”) and warrants excluded from the calculation of diluted net income (loss) per share were, 70,801was 342,583, 1,042,682 and 1,349,414 as of 2017 and 2015, respectively. As of956,356 for the years ended December 31, 2016, there were no anti-dilutive securities.2023, 2022 and 2021, respectively.

s.q.Income taxes:

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). 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. Deferred tax assets and liabilities are classified as noncurrent on the balance sheet.

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.

F-20

 

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.)

NOTE 2: -t.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, 20172023 and 2016,2022, no liability for unrecognized tax benefits was recorded.

u.s.Severance pay:

The Company’s liability for severance pay foris recorded mainly with respect to its Israeli employees and 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, 20162023, 2022 and 20152021 amounted to $1,112, $1,007, $905 and $485,$922, respectively.

v.U.S. defined contribution plan:

The U.S. subsidiaries have a 401(k) defined contribution plan covering certain full time and part time employees in the U.S. who meet certain eligibility requirements, excluding leased employees and contractors. All eligible employees may elect to contribute up to an annual maximum of 100% of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits, but not greater than $22.5 per year (for certain employees over 50 years of age the maximum contribution is $30 per year).

F-21

 

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 U.S. subsidiaries match amounts equal to 100% of the first 3% of the employee’s base compensation that they contribute to the defined contribution plan per year per employee. For the years ended December 31, 2023, 2022 and 2021, the U.S. subsidiary recorded expenses for matching contributions of $117, $119 and $119, respectively.

NOTE 2: -w.SIGNIFICANT ACCOUNTING POLICIES (Cont.)

t.Fair value of financial instruments:

The Company follows the provisions of ASC 820, “Fair Value Measurement” (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In determining a fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability, based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect assumptions that market participants would use in pricing an asset or liability, based on the best information available under given circumstances.

The hierarchy is broken down into three levels, based on the observability of inputs and assumptions, as follows:

Level 1 - Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.

Level 2 - Other inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are supported by little or no market activity.

The financial instruments of the Company consist mainly of cash and cash equivalents, restricted bank deposit, short-term bank deposit,deposits, trade receivables, trade payables and other accounts payableliabilities and accrued expenses. Due toThe fair values of the short-term nature of such financial instruments, their fair value approximatesCompany cash and cash equivalents, account receivables, and account payables approximate their carrying value.amounts due to their short-term nature.

x.u.Legal contingencies:

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.


 

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.)

y.v.Comprehensive income:income (loss):

The Company accounts for comprehensive income (loss) 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 purposegeneral-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.

z.w.Recently issued accounting standards:Business combination:

The Company accounts for its business acquisitions in accordance with ASC No. 805, “Business Combinations.” The Company uses its best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the business combination date. The total purchase price allocated to the tangible and intangible assets acquired is assigned based on the fair values as of the date of the acquisition. During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Goodwill generated from the business combinations is primarily attributable to synergies between the Company and acquired companies` respective products and services. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

aa.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 servicesGoodwill 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.Other Intangible Assets:

Goodwill and certain other purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions.

F-22

 

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.)

Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test.

ASC No. 350, “Intangible—Goodwill and Other” requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment includes judgement and considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount. The Company operates as one reporting unit. The Company elects to perform an annual impairment test of goodwill as of December 31 of each year, or more frequently if impairment indicators are present.

For the year ended December 31, 2023, no impairment loss was identified.

Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets.

Amortization is calculated using the straight-line method over the estimated useful lives of the assets at the following:

 

NOTE 2: -SIGNIFICANT ACCOUNTING POLICIES (Cont.)2023
Technology4.67 years
Customer relationships7.67 years

ab.Reclassification:

 

The guidance permits two methods of adoption: retrospectivelyCertain comparative figures have been reclassified to each prior reporting period presented (full retrospective method), or retrospectively withconform to 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’sother 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.current year’s presentation.

 

ac.2.Recently issued accounting standards:

1.In July 2015,November 2021, the FASB issued ASU No. 2015-11, “Inventory2021-10, “Government Assistance (Topic 330)832): SimplifyingDisclosure by Business Entities about Government Assistance”, which improves the Measurementtransparency of Inventory” (“ASU 2015-11”).government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements. This guidance is effective for financial statements issued for annual periods beginning after December 15, 2021. The newadoption of this 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 pricesdidn’t result 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.

3.2.In February 2016,November 2023, the FASB issued ASU No. 2016-02, “Leases”2023-07, “Segment Reporting (Topic 842) (“ASU 2016-02”)280), whereby lessees will be requiredImprovements to recognize for all leases at the commencement date a lease liability,Reportable Segment Disclosures”, 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 forexpands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company for annual periods beginning after December 15, 2018.January 1, 2024 and for interim periods beginning January 1, 2025. Early applicationadoption is permitted. The Company is currently evaluating the potential impact of this pronouncement.on its financial statement disclosures.

 

3.F-23In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures”, which requires disaggregated information about the effective tax rate reconciliation as well as information on income taxes paid. The guidance will be effective for the Company for annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures.

NOTE 3: - REVENUE RECOGNITION

Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control is either transferred over time or at a point in time, which affects the revenue recognition schedule.

Costs to obtain contracts:

The Company capitalizes an asset for the incremental costs of obtaining a contract whenever such expenses are expected to be recovered. Capitalized costs derive primarily from sales commissions or incentives granted to employees and partners. The Company’s contracts with customers include performance obligations related to products and services, some of which are satisfied at a point in time and others over time. Commission costs related to performance obligations satisfied at a point in time are expensed at the time of sale, which is when revenue is recognized. Commission costs related to long-term service contracts and performance obligations satisfied over time are deferred and recognized on a systematic basis that is consistent with the transfer of the products or services to which the asset relates. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of income (loss).


 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 3: - REVENUE RECOGNITION (Cont.)

Contract balances:

 

NOTE 2: -SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Deferred commission costs capitalized are periodically reviewed for impairment. As of December 31, 2023 and 2022, the deferred commission costs capitalized included within other long-term receivables in the consolidated balance sheets were $1,205 and $2,194, respectively. During the year ended December 31, 2023, the Company recorded new contract acquisition assets in the amount of $330 and amortized $1,319 of capitalized contract acquisition costs into sales and marketing expense. No impairment losses were recognized during such period.

The Company receives payments from customers based upon contractual payment schedules. Trade receivables are recorded when the right to consideration becomes unconditional, and an invoice is issued to the customer. Unbilled receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. As of December 31, 2023 and 2022, unbilled receivables balances amounted to $3,950 and $4,035, respectively and are included within trade receivables balance in the Company’s balance sheets.

As of December 31, 2023, the Company had $54,278 of remaining performance obligations not yet satisfied or partly satisfied related to revenues. The Company expects to recognize approximately 43% of this amount as revenues during the next 12 months and the rest thereafter.

During the year ended December 31, 2023, the Company recognized $6,063 that was included in deferred revenues (short-term contract liability) balance on January 1, 2023.

For disaggregation of revenues please see Note 13c2.

NOTE 4: - INVENTORIES

  December 31, 
  2023  2022 
       
Finished products (*) $246  $795 

(*)4.In  November 2016, the FASB issued Accounting Standards Update No. 2016-18, StatementIncludes amounts of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”),$64 and $349 as of December 31, 2023 and 2022, respectively, with respect to inventory delivered to customers for 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 doescontrol has not expect the adoption of ASU 2016-18 to have a material impact on the Company’s consolidated financial statements.been transferred.

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.

F-24

NOTE 5: - OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES

  December 31, 
  2023  2022 
       
Governmental authorities $581  $429 
Prepaid expenses  885   1,443 
Others  126   56 
  $1,592  $1,928 


 

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

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

NOTE 4: -INVENTORIES

   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 

F-25

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 
  December 31, 
  2023  2022 
       
Cost:      
Computers and electronic equipment $4,553  $4,399 
Office furniture and equipment  422   412 
Leasehold improvements  320   314 
   5,295   5,125 
Accumulated depreciation:        
Computers and electronic equipment  4,107   3,786 
Office furniture and equipment  229   200 
Leasehold improvements  161   129 
   4,497   4,115 
  $798  $1,010 

Depreciation expenses for the years ended December 31, 2017, 20162023, 2022 and 20152021 amounted to $537, $286$393, $477 and $123,$540, respectively.

NOTE 7: - OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES

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.

  December 31, 
  2023  2022 
       
Royalties - IIA payable $1,180  $1,113 
Accrued commissions  1,740   2,454 
Accrued expenses  6,620   3,262 
  $9,540  $6,829 

NOTE 8: - COMMITMENTS AND CONTINGENCIES

NOTE 7: -a.OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSESRoyalty commitments:

   December 31, 
   2017  2016 
        
 Royalties - IIA payable $1,096  $938 
 Commissions to distributors  429   333 
 Accrued expenses  1,903   810 
          
   $3,428  $2,081 

F-26

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 8: -1.COMMITMENTS AND CONTINGENCIES

a.Royalty commitments:

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 services and products developed fromrelated to research and development projects financed. If the Company does not generate sales of related services and products developed with funds provided by the IIA, the Company is not obligated to pay royalties or repay the grants.


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.)

Royalties are payable ranging fromat the rate of 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 LIBORSecured Overnight Financing Rate (“SOFR”) interest.

Grants received from the IIA before June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, Grants received from the IIA after June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, until December 31, 2023, and as of January 1, 2024, bear an annual interest rate based on the 12-month SOFR, or at an alternative rate published by the Bank of Israel, with the addition of 0.72%. Grants approved after January 1, 2024 will bear the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%.

As of December 31, 2017,2023, the Company’s total commitment with respect to royalty-bearing participation received or accrued, net of royalties paid or accrued, amounted to $45,784.$55,976. The total research and development grants that the Company has received from the IIA as of December 31, 20172023 were $42,470.$50,226. The accumulated interest as of December 31, 2017,2023, was $16,953$26,726 and the accumulated royalties paid to the IIA were $13,639.$20,976.

Royalty expenses relating to the IIA grants included in cost of revenues during the years ended December 31, 2017, 20162023, 2022 and 20152021 were $1,303, $1,033$1,528, $1,382, and $655,$1,209, 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 iswas 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 total marketing grants received by the Company is currentlyfrom the MOE during the years 2012 to 2017 were in the processamount of winding down its operations at the China office.$668. No further grants are expected to be received from such plans.

 

F-27

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

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.)

No royalties were paid to the MOE as ofduring the years ended December 31, 2017 were in the amount of $668. As of December 31, 2017, no liability was accrued.2023, 2022 and 2021.

3.3.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”)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$340 (CPI linked amount of $668). According to the above, as of December 31, 2017,2023, the total royalties commitment the Company ismay be required to pay royalties up tois an amount of $836, including linkageup to $1,036 out of which $ 570 was paid by 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 totalCompany in previous years. The remaining commitment with respect to royalty-bearing participation received, net of royalties paid or accrued, amounted to $376$ 466 as of December 31, 2017.2023.

Since 2003, the Company has not generated sales of products developed with the funds provided by the BIRD-F. Therefore, the Company ishas not been obligated to pay royalties or repay the grant since such date.

b.Bank guarantees:

1.As of December 31, 2023, the Company issued a bank guarantee to the Israeli Customs Authority that amounted to $28, which will expire on April 30, 2024.

2.As of December 31, 2023, the Company issued a bank guarantee to a governmental entity in Israel that amounted to approximately $239, which expired on January 1, 2024.

NOTE 9: - LEASES

The Company has entered into various operating lease agreements for certain of its offices and car leases with original lease periods expiring between 2023 and 2028. Most of the lease agreements include one or more options to renew. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.

Lease payments included in the measurement of the operating lease liability comprise the following: the fixed non-cancelable lease payments and payments for optional renewal periods where it is reasonably certain the renewal period will be exercised. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

F-28

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 9: - LEASES (Cont.)

The implicit rate within the operating leases is generally not determinable; therefore, the Company uses its Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company's IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in the economic environments where the leased asset is located.

 

NOTE 8: -COMMITMENTS AND CONTINGENCIES (Cont.)

b.Operating leases:

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, 2017,2023, the Company maintains 29 leased cars.Company’s assessment for the remaining lease term range between 0.9 years to 4.3 years.

AsThe following table represents the weighted-average remaining lease term and discount rate:

  December 31,  December 31, 
  2023  2022 
       
Weighted average remaining lease term  1.20 years   1.51 years 
         
Weighted average discount rate  4.86%  4.09%

The components of lease expense for the year ended December 31, 2017,2023 were as follows:

  Year ended  Year ended 
  December 31,
2023
  December 31,
2022
 
       
Operating lease $1,108  $969 
Short-term lease  28   6 
Total lease expense $1,136  $975 

Cash paid for amounts included in the future minimum aggregate lease commitments under non-cancelablemeasurement of 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, $1,023liabilities was $818 and $801 for$730 during the years ended December 31, 2017, 20162023 and 2015,2022, respectively.

c.Bank guarantee:

AsThe following is a schedule, by years, of maturities of lease liabilities 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, 2018.2023:

  Operating Leases 
    
2024  $1,101 
2025  218 
2026  195 
2027  165 
2028  39 
Total operating lease payments $1,718 
Less: imputed interest  95 
Present value of lease liabilities $1,623 
F-29


 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 10: - BUSINESS COMBINATION, GOODWILL, AND INTANGIBLE ASSETS, NET.

 

NOTE 9: -

On April 30, 2023, the Company acquired certain assets and liabilities of Continual Ltd., an Israel corporation for total gross consideration of $2,477. Continual is a leading mobility experience analytics company that uses Artificial Intelligence (AI) and Machine Learning (ML) to deliver advanced insights to help telecom operators improve their subscribers mobility experience. The Company expensed the related acquisition costs of $57 in General and Administrative.

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Continual`s technology into the Company`s portfolio. Goodwill is deductible for tax purposes.

Pro forma results of operations have not been presented because the acquisition was not material to the Company's results of operations.

The purchase price allocation for the acquisition has been determined as follows:

  For the Year ended 
  December 31, 
  2023 
Goodwill $1,243 
Technology 1,048 
Customer relationships 887 
Short term and long term IIA liability  (701)
  $2,477 

The following table represent the changes in carrying amount of goodwill:

  Year ended
December 31,
 
  2023 
Balance as of beginning of the year  - 
Goodwill acquired $1,243 
Closing balance $1,243 

The composition of intangible assets is as follows:

  Year ended
December 31,
 
  2023 
Original amount:   
    
Technology $1,048 
Customer relationships  887 
   1,935 
Less - accumulated amortization  228 
Intangible assets, net $1,707 


RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 11: - TAXES ON INCOME

a.Israeli taxation:

a.Israeli taxation:

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%.of 23% for all years presented.

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 %12% (in other areas).

Under Amendment 73, any dividends distributed to “foreign companies”, as defined in the Law,such 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, 2017.2023.

F-30

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 20122018 tax year can be regarded as final. As of December 31, 2017,2023, no final tax assessments have been received for such years.


 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 11: - TAXES ON INCOME (Cont.)

Tax loss carryforward:

As of December 31, 2017,2023, the Company’s estimated tax loss carryforward and capital loss were $32,576$38,415 and $716,$1,726, respectively. Such losses can be carried forward indefinitely to offset any future taxable income of the Company.

As of December 31, 2023, the Company’s research and development expenses carryforward for tax purposes in Israel amounted to approximately $11,277.

b.b.Foreign subsidiaries:

U.S. subsidiary:

1.1.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%21%.

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.

2.2.The U.S. subsidiary’s estimated federal tax loss carryforward amounted to $8,183 and $93 for federal and state tax purposes, respectively,$657 as of December 31, 2017.2023. Such losses are available to offset any future U.S. taxable income of the U.S. subsidiary and will expire in the years 2018-20262024 to 2026 for federal tax purposes and in the years 2018-2025 for state tax purposes.

3.3.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 20132019 tax year can be regarded as final.

F-31

Brazilian subsidiary:

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 9: -1.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.

2.2.The Brazilian subsidiary’s tax loss carryforward amounted to $3,551$3,173 as of December 31, 2017,2023, 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.

3.3.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 20122018 tax year can be regarded as final.

Indian subsidiary:

1.1.The Indian subsidiary is taxed under Indian tax rules. Income tax is calculated based on a 30%25% rate.

2.2.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 20142016 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 11: - TAXES ON INCOME (Cont.)

c.c.Deferred taxes:

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 $-  $- 

F-32

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.)
  December 31 
  2023  2022 
Deferred tax assets:      
Carryforward tax losses $10,449  $10,519 
Research and development  2,594   3,901 
Operating lease liability  381   577 
Accrued social benefits and other  494   533 
         
   13,918   15,530 
Less - valuation allowance  (13,478)  (14,865)
         
Deferred tax Liabilities:        
Operating lease asset $(388) $(580)
Other  (52)  (85)
   (440)  (665)
         
Net deferred tax assets $-  $- 

 

The net change in the total valuation allowance for the year ended December 31, 20172023 was a decrease of $556.$1,387. 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.d.Taxes on income are mainly comprised from state tax accrual with regards to the U.S. subsidiary, withholding taxes that were deducted by the Company’s customers as well as tax expenses of the Company’s subsidiary in India.Indian subsidiary.

e.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)
  Year ended December 31, 
  2023  2022  2021 
          
Domestic (Israel) $2,610  $(3,043) $(6,030)
Foreign  1,285   945   891 
Loss before income taxes $3,895  $(2,098) $(5,139)

F-33

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 11: - TAXES ON INCOME (Cont.)

NOTE 9: -f.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 
  Year ended December 31, 
  2023  2022  2021 
          
Loss before income taxes, as reported in the statements of operations $3,895  $(2,098) $(5,139)
Statutory tax rate in Israel  23%  23%  23%
Theoretical tax benefit $896  $(483) $(1,182)
Increase (decrease) in income taxes resulting from:            
Tax rate differential on foreign subsidiaries  (25)  (22)  (31)
Non-deductible expenses and other permanent differences  654   427   631 
Differences in taxes arising from foreign currency exchange, net  (81)  (50)  69 
Changes in carry forward tax losses and other temporary differences for which valuation allowance was provided  (1,267)  256   481 
Other  5   31   156 
Income taxes $182  $159  $124 

g.g.Accounting for uncertainty in income taxes:

For the years ended December 31, 2017, 20162023, 2022 and 2015,2021, 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.

NOTE 12: - SHAREHOLDERS’ EQUITY

F-34

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 10: -a.SHAREHOLDERS’ EQUITY

a.The number of Ordinary Shares outstanding at December 31, 20172023, and 20162022 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).

F-35

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 12: - SHAREHOLDERS’ EQUITY (Cont.)

NOTE 10: -b.SHAREHOLDERS’ EQUITY (Cont.)

c.Share option plan:

1.1.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)a)The 2013 Share Option Plan:

On April 3, 2013, the Company approved a new Share Option Planshare 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 PlanShares 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,February 19, 2015, the Company’s Board resolvedadopted an amendment to increase the number of shares reserved under the 2013 Share Option Plan from 1,250,000pursuant to 2,450,000.which the Company may grant options to purchase its Ordinary Shares and RSUs to its employees, directors, consultants and contractors. The 2013 Share Option Plan expired on April 2, 2023.

b)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, 2017,2021, the Company’s Board approved the grant of 179,002 options and 105,428782,350 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 four2-4 years, commencing as of the date of grant.

c)During the year ended December 31, 2022, the Company’s Board approved the grant of 418,733 RSUs and 4,906 options to certain employees and directors of the Company. Such RSUs have vesting schedules of 2-5 years, commencing as of the date of grant.

d)During the year ended December 31, 2023, the Company’s Board approved the grant of 235,000 RSUs to certain employees and directors of the Company. Such RSUs have vesting schedules of 2-4 years, commencing as of the date of grant under the 2013 Share Option Plan.

e)The 2023 Equity Incentive Plan:

 

On March 28, 2023, the Company’s Board adopted a new equity incentive plan named the “2023 Equity Incentive Plan” pursuant to which the Company may grant options to purchase its Ordinary Shares and RSUs to its employees, directors, consultants and contractors. The 2023 Equity Incentive Plan expires on March 28, 2033.

f)During the year ended December 31, 2023, the Company’s Board approved the grant of 963,500 RSUs to certain employees and directors of the Company. Such RSUs have vesting schedules of 2-4 years, commencing as of the date of grant under the 2023 Equity Incentive Plan.

As of December 31, 2023, the total number of shares reserved under the 2023 Equity Incentive Plan, is 1,500,000, out of which 567,500 Ordinary Shares are still available for future grants under the 2013 Share Option2023 Equity Incentive Plan as of December 31, 2017 is 901,770.that date.

F-36

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 12: - SHAREHOLDERS’ EQUITY (Cont.)

Please refer to note 15(a) for January 23, 2024 pool increase and to note 15(b) for January 30, 2024 RSU grant under the 2023 Equity Incentive Plan.

NOTE 10: -2.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, 20172023 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 
  Number of
options
  Weighted
average
exercise
price
  Weighted
average
remaining
contractual
term
(in years)
  Aggregate
intrinsic
value
 
             
Outstanding as of January 1, 2023  40,006   8.02   2.77   117 
Granted  -   -         
Exercised  -   -         
Expired and forfeited  (409)  10.99         
Outstanding as of December 31, 2023  39,597   7.98   1.75   16 
Vested and expected to vest at December 31, 2023  39,597   7.98   1.75   16 
Exercisable as of December 31, 2023  39,597   7.98   1.75   16 

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 20172023 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, 2017.2023. This amount is impacted by the changes in the fair market value of the Company’s Ordinary Shares.

F-37

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 12: - SHAREHOLDERS’ EQUITY (Cont.)

NOTE 10: -SHAREHOLDERS’ EQUITY (Cont.)

3.4.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, 20172023 under the Company’s 2013 Share Option Plan and 2023 Equity Incentive 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 
  Number of
RSUs
  Weighted
average
remaining
contractual
term
(in years)
  Aggregate
intrinsic
value
 
          
Outstanding as of January 1, 2023  780,697   1.53  $8,541 
Granted  1,198,500         
Vested  (568,650)        
Cancelled  (90,017)        
Outstanding as of December 31, 2023  1,320,530   1.51  $10,643 

F-38

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 10: -4.SHAREHOLDERS’ EQUITY (Cont.)

6.The weighted average fair valuesvalue of options granted during the year ended December 31, 2022 were $4.64. No options were granted during the years ended December 31, 2017, 20162021 and 2015 were $8.08, $6.68 and $4.90, respectively.December 31, 2023.

5.7.The weighted average fair values of RSUs granted during the yearyears ended December 31, 2017, 20162023, 2022 and 20152021 were $19.52, $14.69$8.43, $11.68 and $10.60$11.36 per share, respectively.

6.8.The following table summarizes the department allocation of the Company’s share-based compensation charges:within the statements of operations:

   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 
  Year ended December 31, 
  2023  2022  2021 
          
Cost of revenues $440  $391  $207 
Research and development, net  2,690   2,503   1,368 
Sales and marketing  1,819   1,386   865 
General and administrative  1,168   894   916 
  $6,117  $5,174  $3,356 

7.(*)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, 2017,2023, there are $4,266$9,483 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 1.201.42 years.

F-39

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 13: - SELECTED STATEMENTS OF OPERATIONS DATA

 

NOTE 11: -SELECTED STATEMENTS OF OPERATIONS DATA

a.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.Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the chief operating decision maker in making decisions regarding resource allocation and evaluating financial performance. The Company determined it operates in one reportable segment as the Company's chief operating decision maker is the CEO which makes operating decisions, assesses performance and allocates resources on a consolidated basis.

 

c.b.The following table presentstables present total revenues for the years ended December 31, 2017, 20162023, 2022 and 20152021 and long-lived assets, net as of December 31, 20172023 and 2016:2022 by geographic regions:

1.1.Revenues from sales to unaffiliated customers:by geographic region are as follows:

   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 
  Year ended December 31, 
  2023  2022  2021 
          
North America $31,829  $22,943  $21,777 
Asia (*)  9,786   12,513   14,686 
Latin America  1,266   2,959   1,071 
EMEA (including Israel)  8,719   7,636   2,748 
  $51,600  $46,051  $40,282 

(*)Includes Japan which accounted for more than 10% of the Company’s revenues in all years presented.

Total revenues are attributed to geographic areas are based on the location of the end-customer.

In 2017, 20162023, 2022 and 2015,2021, the amount of export revenues represented 90%96%, 98%97% and 93%94%, respectively, of the Company’s total revenues.

2.2.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:

  Year ended December 31, 
  2023  2022  2021 
  % 
A  52   49   52 
B (*)  24   28   26 
C  (**)  5   10 
   76%  82%  88%

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.

(*)For the year ended December 31, 2023, operating both in Asia and EMEA.
(**)Less than 1%.

F-40

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 13: - SELECTED STATEMENTS OF OPERATIONS DATA (Cont.)

3.Long-lived assets by geographic areas:

  Year ended December 31, 
  2023  2022 
       
Israel $1,573  $2,302 
United States  577   746 
Other  299   419 
Total long-lived assets (1) $2,449  $3,467 

 

NOTE 11: -(1)SELECTED STATEMENTS OF OPERATIONS DATA (Cont.)Long-lived assets are comprised of property and equipment, net and operating lease right-of use.

c.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)
  Years ended December 31, 
  2023  2022  2021 
          
Financial Income:         
Interest income $4,304  $1,778  $666 
Foreign currency exchange gain  730   1,313   250 
   5,034   3,091   916 
Financial expenses:            
Bank charges  (135)  (16)  (15)
Foreign currency exchange loss  (342)  (1,059)  (547)
   (477)  (1,075)  (562)
  $4,557  $2,016  $354 

 


RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 13: - SELECTED STATEMENTS OF OPERATIONS DATA (Cont.)

d.d.Net income (loss)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 

  Years ended December 31, 
  2023  2022  2021 
Numerator:         
Numerator for basic net income per Ordinary Share $3,713  $(2,257) $(5,263)
Numerator for dilutive net income (loss) per Ordinary Share $3,713  $(2,257) $(5,263)
             
Denominator:            
Denominator for basic net income (loss) per Ordinary Share - weighted average number of Ordinary Shares  15,098,642   14,525,449   14,124,404 
Effect of dilutive securities:            
Share-based compensation granted  199,305   -   - 
Denominator for diluted net income (loss) per Ordinary Share - adjusted weighted average number of Ordinary Shares  15,297,947   14,525,449   14,124,404 
F-41

 

RADCOM LTD.NOTE 14: - RELATED PARTY BALANCES AND ITS SUBSIDIARIESTRANSACTIONS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 12: -a.RELATED PARTY BALANCES AND TRANSACTIONS

a.The Company carries out transactions with related parties as detailed below. Certain principal shareholders

1.On May 19, 2023, Zohar Zisapel, a co-founder of the Company, which asa member of December 31, 2017, have joint ownership of approximately 25% in the Company’s equity,Board of Directors and a major shareholder, passed away. His heirs Mr. Michael Zisapel and Mrs. Klil Zisapel are also principal shareholders of affiliates known as the RAD-BYNET Group.substantial shareholders.

1.2.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 in which Mr. Michael Zisapel and Mrs. Klil Zisapel holds an interest (see also Note 8b)9). The U.S. subsidiary also sub-leases certain premises to a related party. The aggregate net amounts of lease and related maintenance expenses were $807, $604$443, $684 and $411$830 in 2017, 20162023, 2022 and 2015,2021, respectively. Such amounts expensed byFollowing the adoption of ASC 842 commencing January 1, 2019, the Company also recorded operating lease right-of use assets and operating lease liabilities related to such lease and maintenance expenses which are disclosedpresented in Note 12f below as part of “Expenses”.14d below. On May 19, 2023, Zisapel properties (1992) Ltd ceased being a related party to the Company.

 

4.3.Mr. Michael Zisapel and Mrs. Klil Zisapel also holds an interest in and serves as director for various entities known as the RAD-BYNET Group. Certain entities within the RAD-BYNET Group provide the Company and its U.S. subsidiary with administrative and IT services. The aggregate amounts of administrative and IT services provided were $12, $33 and $33 in 2023, 2022 and 2021, respectively. Such amounts expensed by the Company are disclosed in Note 12f14d 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”.

F-42

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 14: - RELATED PARTY BALANCES AND TRANSACTIONS (Cont.)

4.From time to time, the Company purchases certain products and services from members of the RAD-BYNET Group. In 2023 and In 2022 and 2021, the aggregate amounts of such purchases were approximately $17, $44 and $446, respectively. Such amounts expensed by the Company are disclosed in Note 14d below as part of “Expenses”.

During 2023, there was no purchasing of inventory from RAD-BYNET Group, while during 2022, the Company purchased inventory which amounted approximately $89.

 

NOTE 12: -RELATED PARTY BALANCES AND TRANSACTIONS (Cont.)

b.b.The Company’s executive chairman of the Board, Ms. Rachel (Heli) Bennun (the “Executive Chairman”) since September 10, 2015 is,was, 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.Mr. Zisapel’s significant other until he passed away on May 19, 2023. The Executive Chairman is entitled to a fixed monthly salary. During the years ended December 201731, 2023, 2022 and 2016 and the period since September 10, 2015 to December 31, 20152021 the Company recorded salary expenses with respect to the Executive Chairman in the amount of $183, $180$291, $140 and $30,$119, respectively. Such amounts expensed by the Company are disclosed in Note 14d below as part of “Expenses”.

In 2023, 2022 and 2021, in addition during 2015to the fixed monthly salary, the Executive Chairman earned annual bonuses amounting to approximately $233, $106 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.$40, respectively.

c.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 
  December 31, 
  2023  2022 
Assets:      
Other accounts receivable and prepaid $7  $- 
Operating lease right-of-use assets $631  $2,074 
         
Liabilities:        
Trade payables $5  $130 
Other liabilities and accrued expenses $3  $127 
Operating lease liabilities - current $270  $839 
Operating lease liabilities – non-current $358  $1,270 

F-43

 

RADCOM LTD. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 12: -

NOTE 14: - RELATED PARTY BALANCES AND TRANSACTIONS (Cont.)

d.Transactions with related parties:

  Year ended December 31, 
  2023  2022  2021 
Expenses (1):         
Cost of revenues $205  $213  $189 
Operating expenses:            
Research and development, net $249  $470  $1,083 
Sales and marketing $119  $166  $194 
General and administrative $545  $360  $212 
Capital expenses $-  $13  $29 

(1)Including utilities expenses charged to the related party and reimbursed by the Company.

NOTE 15: - SUBSEQUENT EVENTS

a.On January 23, 2024, the Board approved an increase in the number of Ordinary Shares reserved for issuance under the Company’s 2023 Equity Incentive Plan by 1,500,000 Ordinary Shares from 1,500,000 to 3,000,000.

 

f.b.Transactions with related parties:On January 30, 2024, the Board approved the grant of 867,814 RSUs to officers and certain employees of the Company. Such RSUs have vesting schedules of 2-4 years, commencing as of the date of grant.

 

   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  $- 
              
c.On February 13, 2024, the Company’s former Chief Executive Officer retired from his position and was replaced by a new Chief Executive Officer who was appointed by the Board to commence on February 14, 2024.

 

-------------------------------------------------------------


 

 

F-44ITEM 19. EXHIBITS

The exhibits filed with or incorporated into this Annual Report are listed below.

Exhibit No.Description
1.1Memorandum of Association, as amended (incorporated herein by reference to the (i) Registration Statement on Form F-1 of RADCOM Ltd. (File No. 333-05022), filed with the SEC on June 12, 1996, (ii) Form 6-K of RADCOM Ltd., filed with the SEC on April 1, 2008 and (iii) Exhibit 99.2 to Form 6-K of RADCOM Ltd., filed with the SEC on November 23, 2015).
1.2Amended and Restated Articles of Association, as amended (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2016, filed with the SEC on March 30, 2017).
2.1Form of ordinary share certificate (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2012, filed with the SEC on April 22, 2013).
2.2Description of rights of the Company’s Ordinary Shares (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2019, filed with the SEC on March 31, 2020).
4.12013 Share Option Plan, as amended (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2014, filed with the SEC on March 26, 2015).
4.2RADCOM Compensation Policy for Executive Officers and Directors, approved on July 21, 2022, as amended and restated on August 3, 2023 (incorporated herein by reference to the Form 6-K of RADCOM Ltd., filed with the SEC on June 29, 2023).
4.3Software and Professional Services Agreement, dated March 29, 2019, by and between AT&T Services, Inc. and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2018, filed with the SEC on April 18, 2019). *
4.4Supplement Agreement, dated March 29, 2019, by and between AT&T Services, Inc. and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2018, filed with the SEC on April 18, 2019). *
4.5Supplemental Support & Maintenance Agreement, dated March 29, 2019, by and between AT&T Services, Inc. and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2018, filed with the SEC on April 18, 2019). *

75

4.6Master Software and Professional Services Agreement, dated May 21, 2019, by and between Rakuten Mobile, Inc. and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2019, filed with the SEC on March 31, 2020).*
4.7Rakuten Managed Services Agreement, dated May 22, 2019, by and between Rakuten Mobile, Inc. and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2019, filed with the SEC on March 31, 2020).*
4.8Rakuten 5G NSA/SA Managed Services Agreement, dated October 23, 2019, by and between Rakuten Mobile, Inc. and the Company (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021).*
4.9RADCOM 2023 Equity Incentive Plan (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2022, filed with the SEC on March 30, 2023).
4.10Form of Indemnification Agreement (incorporated herein by reference to Appendix A to the Form 6-K of RADCOM Ltd., filed with the SEC on August 10, 2011).
8.1List of Subsidiaries (incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2022, filed with the SEC on March 30, 2023).
12.1Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
12.2Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).
13.1Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) (furnished herewith).
13.2Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) (furnished herewith).
15.1Consent of Kost Forer Gabbay & Kasierer, a member of Ernst and Young Global, dated April 2, 2024 (filed herewith).
97.1

Clawback Policy (filed herewith)

101The following financial information from RADCOM Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2023 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021; (ii) Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021 (iii) Consolidated Balance Sheets at December 31, 2023 and 2022; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements (filed herewith).
104Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101).

*

Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to RADCOM if publicly disclosed.

76

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

RADCOM LTD.
By:/s/ Hadar Rahav
Name: Hadar Rahav
Title:Chief Financial Officer

Date: April 2, 2024

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