SEC Comment Letter 0000000000-24-006912 to AUDIOCODES LTD (AUDC) (CIK 0001086434) (AUDC)
AUDIOCODES LTD (AUDC) (CIK 0001086434)
Date: June 17, 2024 · CIK: 0001086434 · Accession: 0000000000-24-006912
AI Filing Summary & Sentiment
File numbers found in text: 000-30070
Letter
United States securities and exchange commission logo June 17, 2024 Niran Baruch Chief Financial Officer AUDIOCODES LTD 1 Hayarden Steet Airport City Lod 7019900, Israel Re:AUDIOCODES LTD Form 20-F for the Year Ended December 31, 2023 Form 6-K furnished May 7, 2024 File No. 000-30070 Dear Niran Baruch: We have limited our review of your filing to the financial statements and related disclosures and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 20-F for the Year Ended December 31, 2023 Liquidity and Capital Resources, page 63 1.Please provide a more informative discussion and analysis of cash flows from operating, investing and financing activities, including changes in working capital components, for the periods presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Ensure that your disclosures are not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-8350.
FirstName LastNameNiran Baruch Comapany NameAUDIOCODES LTD June 17, 2024 Page 2 FirstName LastName Niran Baruch AUDIOCODES LTD June 17, 2024 Page 2 Financial Statements Notes to Consolidated Financial Statements Note 2:- Significant Accounting Policies i. Inventories, page F-14 2.You disclose that inventories are stated at the lower of cost or market. Please clarify if you recognize inventory at the lower of cost or market, or the lower of cost or net realizable value, and revise your disclosures accordingly. See ASC 330-10-35-1B. Form 6-K furnished May 7, 2024 Exhibit 99.1, page 8 3.We note your non-GAAP adjustments for "Lease expense" and "Deferred tax." Considering these expenses appear to represent normal and recurring operating expenses necessary to run your business, please tell us how you determined these adjustments were appropriate. If you believe these adjustments are in compliance with non-GAAP rules, please advise. Also tell us if your non-GAAP adjustments are presented on a net of tax basis. If so, revise to present the adjustments on a pre-tax basis with the income tax impact shown as a separate adjustment and clear disclosure of how the tax impact was calculated. Refer to Questions 100.01 and 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
June 17, 2024
Niran Baruch
Chief Financial Officer
AUDIOCODES LTD
1 Hayarden Steet
Airport City Lod 7019900, Israel
Re:AUDIOCODES LTD
Form 20-F for the Year Ended December 31, 2023
Form 6-K furnished May 7, 2024
File No. 000-30070
Dear Niran Baruch:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Year Ended December 31, 2023
Liquidity and Capital Resources, page 63
1.Please provide a more informative discussion and analysis of cash flows from operating,
investing and financing activities, including changes in working capital components, for
the periods presented. In doing so, explain the underlying reasons and implications of
material changes between periods to provide investors with an understanding of trends
and variability in cash flows. Ensure that your disclosures are not merely a recitation of
changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and
SEC Release No. 33-8350.
FirstName LastNameNiran Baruch
Comapany NameAUDIOCODES LTD
June 17, 2024 Page 2
FirstName LastName
Niran Baruch
AUDIOCODES LTD
June 17, 2024
Page 2
Financial Statements
Notes to Consolidated Financial Statements
Note 2:- Significant Accounting Policies
i. Inventories, page F-14
2.You disclose that inventories are stated at the lower of cost or market. Please clarify if you
recognize inventory at the lower of cost or market, or the lower of cost or net realizable
value, and revise your disclosures accordingly. See ASC 330-10-35-1B.
Form 6-K furnished May 7, 2024
Exhibit 99.1, page 8
3.We note your non-GAAP adjustments for "Lease expense" and "Deferred
tax." Considering these expenses appear to represent normal and recurring operating
expenses necessary to run your business, please tell us how you determined these
adjustments were appropriate. If you believe these adjustments are in compliance with
non-GAAP rules, please advise. Also tell us if your non-GAAP adjustments are presented
on a net of tax basis. If so, revise to present the adjustments on a pre-tax basis with the
income tax impact shown as a separate adjustment and clear disclosure of how the tax
impact was calculated. Refer to Questions 100.01 and 102.11 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing