SEC Comment Letter 0000000000-24-007913 to AUDIOCODES LTD (AUDC) (CIK 0001086434) (AUDC)
AUDIOCODES LTD (AUDC) (CIK 0001086434)
Date: July 12, 2024 · CIK: 0001086434 · Accession: 0000000000-24-007913
AI Filing Summary & Sentiment
File numbers found in text: 000-30070
Letter
July 12, 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 reviewed your June 24, 2024 response to our comment letter 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. Unless we note otherwise, any references to prior comments are to comments in our June 17, 2024 letter. Form 20-F for the Year Ended December 31, 2023 Form 6-K furnished May 7, 2024 Exhibit 99.1, page 8 1.We note your response to prior comment 3. While we acknowledge your initial non- GAAP adjustment related to the valuation allowance reversal, it is unclear why you include adjustments in subsequent periods related to "the realization of...Deferred Tax Assets." Please describe to us in further detail the nature of the adjustment and how you specifically calculate the amounts. Also tell us if the adjustments result in non-GAAP taxes commensurate with non-GAAP net income (loss). Please refer to the guidance discussed in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Liquidity and Capital Resources, page 63 We note your proposed cash flow disclosures in response to prior comment 1 still largely 2.
July 12, 2024 Page 2 appear to be a recitation of changes evident from the financial statements. As previously requested, please explain in sufficient detail the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Ensure your revised disclosures materially satisfy the requirements of Item 303(a)-(b) of Regulation S-K and the three principal objectives of MD&A, as noted in SEC Release No. 33-8350:
•to provide a narrative explanation of a company’s financial statements that enables investors to see the company through the eyes of management;
•to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and
•to provide information about the quality of, and potential variability of, a company’s earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Manufacturing
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July 12, 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 reviewed your June 24, 2024 response to our comment letter 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. Unless we
note otherwise, any references to prior comments are to comments in our June 17, 2024 letter.
Form 20-F for the Year Ended December 31, 2023
Form 6-K furnished May 7, 2024
Exhibit 99.1, page 8
1.We note your response to prior comment 3. While we acknowledge your initial non-
GAAP adjustment related to the valuation allowance reversal, it is unclear why you
include adjustments in subsequent periods related to "the realization of...Deferred Tax
Assets." Please describe to us in further detail the nature of the adjustment and how you
specifically calculate the amounts. Also tell us if the adjustments result in non-GAAP
taxes commensurate with non-GAAP net income (loss). Please refer to the guidance
discussed in Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.
Liquidity and Capital Resources, page 63
We note your proposed cash flow disclosures in response to prior comment 1 still largely 2.
July 12, 2024
Page 2
appear to be a recitation of changes evident from the financial statements. As previously
requested, please explain in sufficient detail the underlying reasons and implications of
material changes between periods to provide investors with an understanding of trends
and variability in cash flows. Ensure your revised disclosures materially satisfy the
requirements of Item 303(a)-(b) of Regulation S-K and the three principal objectives of
MD&A, as noted in SEC Release No. 33-8350:
•to provide a narrative explanation of a company’s financial statements that enables
investors to see the company through the eyes of management;
•to enhance the overall financial disclosure and provide the context within which
financial information should be analyzed; and
•to provide information about the quality of, and potential variability of, a company’s
earnings and cash flow, so that investors can ascertain the likelihood that past
performance is indicative of future performance
Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing