-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hp6OLzSDBZrkW02FHT4HjWSgMQ8CE0YcuMOzGEU1wSxYnFAHOeAmnRSSkwlQlFBL x/l4vWF44NOvu7+rBP74ZA== 0001157523-05-005190.txt : 20050611 0001157523-05-005190.hdr.sgml : 20050611 20050601163009 ACCESSION NUMBER: 0001157523-05-005190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050601 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERINT SYSTEMS INC CENTRAL INDEX KEY: 0001166388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 113200514 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49790 FILM NUMBER: 05871098 BUSINESS ADDRESS: STREET 1: 330 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6319629600 MAIL ADDRESS: STREET 1: 330 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 a4900045.txt VERINT SYSTEMS INC. =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT June 1, 2005 (Date of Earliest Event Reported) VERINT SYSTEMS INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Commission File No. 0-15502 Delaware 11-3200514 (State of Incorporation) (I.R.S. Employer Identification No.) 330 South Service Road, Melville, New York 11747 (Address of principal Zip Code executive offices) - ------------------------------------------------------------------------------- Registrant's telephone number, including area code: (631) 962-9600 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== Item 2.02 Results of Operations and Financial Condition On June 1, 2005, Verint Systems Inc. issued an earnings release announcing its financial results for the quarter ended April 30, 2005. A copy of the earnings release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Current Report on Form 8-K, including the exhibits attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ---------- ----------- 99.1 Press Release of Verint Systems Inc., dated June 1, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VERINT SYSTEMS INC. By: /s/Igal Nissim --------------------------------------- Name: Igal Nissim Title: Chief Financial Officer Dated: June 1, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Text of Press Release dated June 1, 2005 EX-99.1 2 a4900045ex991.txt EXHIBIT 99.1 Exhibit 99.1 Press Release [LOGO] Powering Actionable Intelligence(TM) Contact Alan Roden VP, Corporate Development and Investor Relations (631) 962-9304 alan.roden@verint.com Verint Systems Reports Record Fiscal 2005 First Quarter Sales Sales Grow to $72 Million; Increases 27.2% y-o-y and 4.4% Sequentially GAAP Earnings Per Diluted Share of $0.20 Pro Forma Earnings Per Diluted Share of $0.23 MELVILLE, N.Y, June 1, 2005 - Verint Systems Inc. (NASDAQ: VRNT), announced record sales of $72,039,000 for the first quarter of fiscal 2005, ended April 30, 2005, a 27.2% increase compared with sales of $56,638,000 for the first quarter of fiscal 2004. Verint's sales increased approximately 4.4% sequentially, compared with $69,030,000 for the fourth quarter of fiscal 2004. Net income on a generally accepted accounting principles ("GAAP") basis was $6,533,000 for the first quarter of fiscal 2005, ($0.20 per diluted share), compared with net income of $6,707,000 ($0.20 per diluted share) for the fourth quarter of fiscal 2004, and net income of $1,514,000 ($0.05 per diluted share) for the first quarter of fiscal 2004. Net income on a pro forma basis was $7,707,000 for the first quarter of fiscal 2005, ($0.23 per diluted share), compared with pro forma net income of $7,558,000 ($0.23 per diluted share) for the fourth quarter of fiscal 2004, and pro forma net income of $5,919,000 ($0.18 per diluted share) for the first quarter of fiscal 2004. A reconciliation between results on a GAAP and pro forma basis is provided in a table immediately following the Consolidated Statement of Operations (Pro Forma Basis). Dan Bodner, President and CEO of Verint, stated, "Our record first quarter sales were due to demand for our actionable intelligence solutions in the business intelligence and security markets. Pro forma income from operations of $8 million, which was also a record, grew 13.4% sequentially and 35.5% year-over-year." The Company ended the quarter with cash, cash equivalents and short-term investments of $250,287,000, working capital of $204,135,000, total assets of $415,472,000, and stockholders' equity of $291,698,000. Conference Call Information The Company will be conducting a conference call to review its fiscal 2005 first quarter results today at 4:30 PM EDT. An on-line, real-time Web cast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 706-634-7052. Please dial in 5-10 minutes prior to the scheduled start time. A replay of the conference call will be available on our website at www.verint.com until July 31, 2005. Verint Systems Reports Record Fiscal 2005 First Quarter Results June 1, 2005 Page 2 Financial highlights at and for the three month periods ended April 30, 2005 and prior year comparisons are as follows:
--------------------------------------------------------------------------------------- Consolidated Statement of Operations (GAAP Basis) (In thousands, except per share data) --------------------------------------------------------------------------------------- Three Months Ended April 30, (Unaudited) ------------------------------ 2004 2005 ------------- -------------- Sales $ 56,638 $ 72,039 Cost of sales 25,757 32,269 ------------- -------------- Gross Profit 30,881 39,770 Operating Expenses Research and development, net 6,791 9,374 Selling, general and administrative 18,594 23,755 In-process research and development 3,154 - Write-down of capitalized software 1,481 - ------------- ------------ Income from operations 861 6,641 Interest and other income, net 582 1,690 ------------- ------------ Income before income tax provision 1,443 8,331 Income tax provision (71) 1,798 ------------- ------------ Net income $ 1,514 $ 6,533 ============= ============ Earnings per share: Basic $ 0.05 $ 0.21 ============= ============ Diluted $ 0.05 $ 0.20 ============= ============ Weighted average shares: Basic 30,400 31,505 Diluted 32,209 33,082
Verint Systems Reports Record Fiscal 2005 First Quarter Results June 1, 2005 Page 3 Verint Systems provides pro forma net income and pro forma earnings per share data as additional information of its operating results. These measures are not in accordance with, or an alternative for, GAAP and may be different from pro forma measures used by other companies. The company believes that this presentation of pro forma data provides useful information to management and investors regarding certain additional financial and business trends relating to its financial condition and result of operations. In addition, the Company's management uses these measures for reviewing the financial results of the Company and for budget purposes:
Consolidated Statement of Operations (Pro Forma Basis) (In thousands, except per share data) - --------------------------------------------------------- ------------------------------ Three Months Ended April 30, (Unaudited) 2004 2005 ------------- -------------- Sales $56,638 $72,039 Cost of sales 25,602 31,411 ------------ ------------ Gross Profit 31,036 40,628 Operating Expenses Research and development, net 6,791 9,374 Selling, general and administrative 18,332 23,241 ------------ ------------ Income from operations 5,913 8,013 Interest and other income, net 582 1,690 ------------ ------------ Income before income tax provision 6,495 9,703 Income tax provision 576 1,996 ------------ ------------ Net income $ 5,919 $ 7,707 ============ ============ Earnings per share: Basic $ 0.19 $ 0.24 ============ ============ Diluted $ 0.18 $ 0.23 ============ ============ Weighted average shares: Basic 30,400 31,505 Diluted 32,209 33,082 - ---------------------------------------------------------------------------------------- Reconciliation of GAAP net income to pro forma net income - ---------------------------------------------------------------------------------------- GAAP net income 1,514 6,533 Amortization of purchased intangible assets: Included in gross profit 155 858 Included in operating expenses 159 273 Amortization of stock based compensation 103 241 Acquisition-related charges: In-process research and development 3,154 -- Write-down of capitalized software 1,481 -- Other, included in gross profit and in operating expenses Income tax effect (647) (198) ------------ ------------ Pro forma net income 5,919 7,707 ============ ============
Verint Systems Reports Record Fiscal 2005 First Quarter Results June 1, 2005 Page 4
----------------------------------------------------------------------------------------------------------------------- Balance Sheet Highlights (In thousands) ----------------------------------------------------------------------------------------------------------------------- ASSETS ------ January 31, April 30, 2005 2005 ---------------- ---------------- (Unaudited) CURRENT ASSETS: Cash, cash equivalents and short-term investments $240,414 $ 250,287 Accounts receivable, net 39,072 41,172 Inventories 17,267 21,458 Prepaid expenses and other current assets 9,880 9,905 ---------------- ---------------- TOTAL CURRENT ASSETS 306,633 322,822 PROPERTY AND EQUIPMENT, net 17,540 18,307 INTANGIBLE ASSETS, net 12,026 10,858 GOODWILL 49,625 49,871 OTHER ASSETS 13,154 13,614 ---------------- --------------- TOTAL ASSETS $398,978 $ 415,472 ================ =============== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable and accrued expenses $ 68,399 $ 74,340 Advance payments from customers 41,853 44,347 ---------------- --------------- TOTAL CURRENT LIABILITIES 110,252 118,687 LONG-TERM LIABILITIES 5,351 5,087 ---------------- --------------- TOTAL LIABILITIES 115,603 123,774 STOCKHOLDERS' EQUITY 283,375 291,698 ---------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $398,978 $ 415,472 ================ ===============
Verint Systems Reports Record Fiscal 2005 First Quarter Results June 1, 2005 Page 5 About Verint Systems Inc. Verint Systems Inc., headquartered in Melville, New York, is a leading provider of analytic software-based solutions for communications interception, networked video security and surveillance, and business intelligence. Verint software, which is used by over 1,000 organizations in over 50 countries worldwide, generates actionable intelligence through the collection, retention and analysis of voice, fax, video, email, Internet and data transmissions from multiple communications networks. Verint is a subsidiary of Comverse Technology Inc. (NASDAQ: CMVT). Visit us at our website www.verint.com. --------------- Note: Certain statements concerning Verint's future revenues, earnings per share, results or prospects are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important risks, uncertainties and other important factors that could cause actual results to differ materially include, among others: changes in the demand for Verint's products; lengthy and variable sales cycles create difficulty in forecasting the timing of revenue; aggressive competition in all of Verint's markets, which creates pricing pressure; dependence on government contracts; expected increase in Verint's effective tax rate; challenges in increasing gross margins; decline in information technology spending; introducing quality products on a timely basis that satisfy customer requirements and achieve market acceptance; risks associated with integrating the assets and business acquired from ECtel Ltd. and RP Sicherheissysteme GMBH; risks that Verint's intellectual property rights may not be adequate to protect its business or that others may claim that Verint infringes upon their intellectual property rights; perception that Verint improperly handles sensitive or confidential information; inability to maintain relationships with value added resellers and systems integrators; difficulty of improving Verint's infrastructure in order to be able to continue to grow; risks associated with Verint's ability to retain existing personnel and recruit and retain qualified personnel in all geographies in which Verint operates; risks associated with changes in the competitive or regulatory environment in which Verint operates; risks associated with significant foreign operations, including fluctuations in foreign currency exchange rates; risks associated with Comverse Technology, Inc. controlling Verint's business and affairs; and other risks described in filings with the Securities and Exchange Commission. All documents are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Verint's website at www.verint.com. Verint makes no commitment to revise or update any forward-looking statements. ### Verint, the Verint word mark, Actionable Intelligence, Powering Actionable Intelligence, STAR-GATE, RELIANT, LORONIX, NEXTIVA, SmartSight, Lanex and ULTRA are trademarks of Verint Systems Inc. Other names may be trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----