-----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, Qjn2cbNIBH8xCR4WR1n7MD2uWjWM1secPMPcws7HZ5u8zCmW9hgNybjv6WwW9Z78 SGODLQEASIYFWRG7QFrUtg== 0000909518-05-000973.txt : 20051212 0000909518-05-000973.hdr.sgml : 20051212 20051212160921 ACCESSION NUMBER: 0000909518-05-000973 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051031 FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMVERSE TECHNOLOGY INC/NY/ CENTRAL INDEX KEY: 0000803014 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 133238402 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15502 FILM NUMBER: 051258342 BUSINESS ADDRESS: STREET 1: 170 CROSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5166777200 MAIL ADDRESS: STREET 1: 170 CROSSWAYS PARK DRIVE CITY: WOODBURY STATE: NY ZIP: 11797 10-Q 1 jd12-9_10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2005 or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-15502 COMVERSE TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) New York 13-3238402 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 909 Third Avenue, New York, NY 10022 (Address of principal executive offices) (Zip Code) (212) 652-6801 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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. [X] Yes [_] No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [_] No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [_] Yes [X] No APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of the registrant's common stock, par value $0.10 per share, as of December 1, 2005 was 202,004,846. TABLE OF CONTENTS ----------------- Page ---- PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. 1. Condensed Consolidated Balance Sheets as of January 31, 2005 and October 31, 2005 2 2. Condensed Consolidated Statements of Income for the Three and Nine Month Periods Ended October 31, 2004 and October 31, 2005 3 3. Condensed Consolidated Statements of Cash Flows for the Nine Month Periods Ended October 31, 2004 and October 31, 2005 4 4. Notes to Condensed Consolidated Financial Statements 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 18 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 45 ITEM 4. CONTROLS AND PROCEDURES. 45 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. 46 ITEM 6. EXHIBITS. 46 SIGNATURES 47 ii FORWARD-LOOKING STATEMENTS From time to time, Comverse Technology, Inc. ("CTI" and, together with its subsidiaries, the "Company") makes forward-looking statements. Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. Forward-looking statements are often identified by future or conditional words such as "will," "plans," "expects," "intends," "believes," "seeks," "estimates," or "anticipates" or by variations of such words or by similar expressions. The Company may include forward-looking statements in its periodic reports to the Securities and Exchange Commission on Forms 10-K, 10-Q, and 8-K, in its annual report to shareholders, in its proxy statements, in its press releases, in other written materials, and in statements made by employees to analysts, investors, representatives of the media, and others. By their very nature, forward-looking statements are subject to uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. Actual results may differ materially due to a variety of factors, including without limitation those discussed under "Certain Trends and Uncertainties" and elsewhere in this report. Investors and others should carefully consider these and other uncertainties and events, whether or not the statements are described as forward-looking. Forward-looking statements made by the Company are intended to apply only at the time they are made, unless explicitly stated to the contrary. Moreover, whether or not stated in connection with a forward-looking statement, the Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made. If the Company were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that the Company will make additional updates or corrections thereafter. 1 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA)
January 31, October 31, 2005* 2005 (Unaudited) ASSETS - ------ CURRENT ASSETS: Cash and cash equivalents $ 721,350 $ 656,105 Bank time deposits and short-term investments 1,528,280 1,668,941 Accounts receivable, net 199,571 278,958 Inventories 107,552 131,273 Prepaid expenses and other current assets 70,335 99,212 ------------- ------------- TOTAL CURRENT ASSETS 2,627,088 2,834,489 PROPERTY AND EQUIPMENT, net 122,174 125,906 OTHER ASSETS 176,024 168,446 ------------- ------------- TOTAL ASSETS $ 2,925,286 $ 3,128,841 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Accounts payable and accrued expenses $ 273,861 $ 304,791 Convertible debt 87,253 87,253 Bank loans and other debt 660 8,836 Advance payments from customers 108,381 119,183 ------------- ------------- TOTAL CURRENT LIABILITIES 470,155 520,063 CONVERTIBLE DEBT 420,000 419,834 OTHER LIABILITIES 45,277 35,322 ------------- ------------- TOTAL LIABILITIES 935,432 975,219 ------------- ------------- MINORITY INTEREST 195,825 217,357 ------------- ------------- STOCKHOLDERS' EQUITY: Common stock, $0.10 par value - authorized, 600,000,000 shares; issued and outstanding, 198,878,553 and 201,861,450 shares 19,887 20,186 Additional paid-in capital 1,284,298 1,327,211 Unearned stock compensation (14,432) (18,000) Retained earnings 497,229 594,599 Accumulated other comprehensive income 7,047 12,269 ------------- ------------- TOTAL STOCKHOLDERS' EQUITY 1,794,029 1,936,265 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,925,286 $ 3,128,841 ============= =============
*The Condensed Consolidated Balance Sheet as of January 31, 2005 has been summarized from the Company's audited Consolidated Balance Sheet as of that date. The accompanying notes are an integral part of these financial statements. 2 COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2004 2005 2004 2005 Sales $ 245,479 $ 298,966 $ 700,301 $ 857,602 Cost of sales 96,936 121,080 279,652 342,029 ----------- ----------- ----------- ----------- Gross margin 148,543 177,886 420,649 515,573 Operating expenses: Research and development, net 60,782 65,574 172,851 193,758 Selling, general and administrative 73,767 84,758 213,769 250,241 In-process research and development and other acquisition-related charges - - 4,635 - Workforce reduction, restructuring and impairment charges (credits) (102) - 62 (253) ----------- ----------- ----------- ----------- Income from operations 14,096 27,554 29,332 71,827 Interest and other income, net 9,541 23,132 24,970 57,449 ----------- ----------- ----------- ----------- Income before income tax provision, minority interest and equity in the earnings (losses) of affiliates 23,637 50,686 54,302 129,276 Income tax provision 4,051 6,401 9,211 17,581 Minority interest and equity in the earnings (losses) of affiliates (3,627) (5,990) (8,804) (14,325) ----------- ----------- ----------- ----------- Net income $ 15,959 $ 38,295 $ 36,287 $ 97,370 =========== =========== =========== =========== Earnings per share: Basic $ 0.08 $ 0.19 $ 0.19 $ 0.49 =========== =========== =========== =========== Diluted $ 0.08 $ 0.18 $ 0.18 $ 0.45 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 3 COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
NINE MONTHS ENDED OCTOBER 31, OCTOBER 31, 2004 2005 Cash flows from operating activities: Net income $ 36,287 $ 97,370 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 49,818 46,990 Minority interest 8,766 13,409 Operating asset write-downs and impairments 8,577 1,958 Changes in operating assets and liabilities: Accounts receivable, net (56,593) (78,681) Inventories (32,655) (24,999) Prepaid expenses and other current assets (13,608) (30,246) Accounts payable and accrued expenses 49,593 28,485 Advance payments from customers 13,904 10,802 Other, net 2,208 (8,012) ---------- ---------- Net cash provided by operating activities 66,297 57,076 ---------- ---------- Cash flows from investing activities: Maturities and sales (purchases) of bank time deposits and investments, net (33,060) (108,875) Purchase of property and equipment (33,023) (40,455) Capitalization of software development costs (3,165) (3,002) Acquisitions, net of cash acquired (45,389) (11,533) Other, net - (223) ---------- ---------- Net cash used in investing activities (114,637) (164,088) Cash flows from financing activities: Repurchase of convertible debt (36,873) - Net proceeds from issuance of stock 61,395 42,569 Other, net (396) (802) ---------- ---------- Net cash provided by financing activities 24,126 41,767 ---------- ---------- Net decrease in cash and cash equivalents (24,214) (65,245) Cash and cash equivalents, beginning of period 623,063 721,350 ---------- ---------- Cash and cash equivalents, end of period $ 598,849 $ 656,105 ========== ==========
The accompanying notes are an integral part of these financial statements. 4 COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) BASIS OF PRESENTATION. Comverse Technology, Inc. ("CTI" and, together with its subsidiaries, the "Company") is engaged in the design, development, manufacture, marketing and support of computer and telecommunications systems and software for multimedia communications and information processing applications. The accompanying financial information should be read in conjunction with the financial statements, including the notes thereto, for the annual period ended January 31, 2005. The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the three and nine month periods ended October 31, 2005 are not necessarily indicative of the results to be expected for the full year. RECLASSIFICATIONS. Certain prior year amounts have been reclassified to conform to the presentation in the current year. In connection with the preparation of its Annual Report on Form 10-K for the year ended January 31, 2005, the Company concluded that it was appropriate to classify investments in Auction Rate Securities ("ARS") as short-term investments. ARS generally have long-term stated maturities; however, these investments have characteristics similar to short-term investments because at pre-determined intervals, generally every 7 to 90 days, there is a new auction process at which these securities are reset to current interest rates. Previously, such investments had been classified as cash and cash equivalents due to their liquidity and pricing reset feature. Accordingly, the Company has revised the classification to report these securities as short-term investments in its (condensed) consolidated balance sheets for all periods prior to January 31, 2005, and has reclassified approximately $1,180,934,000 of investments in ARS as of October 31, 2004, that were previously included in cash and cash equivalents to short-term investments. The Company has also revised the presentation of the Condensed Consolidated Statements of Cash Flows for the nine month period ended October 31, 2004 to reflect the purchases and sales of ARS as investing activities rather than as a component of cash and cash equivalents, which is consistent with the presentation for the year ended January 31, 2005. In the previously reported Condensed Consolidated Statements of Cash Flows for the nine month period ended October 31, 2004, net cash used in investing activities related to these short-term investments of approximately $273,002,000 were included in cash and cash equivalents. This change in classification does not affect previously reported cash flows from operations or from financing activities in the Condensed Consolidated Statements of Cash Flows or previously reported Condensed Consolidated Statements of Income for any period. 5 STOCK-BASED COMPENSATION. The Company accounts for stock options under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB No. 25") and related Interpretations. Accordingly, no stock-based employee compensation cost for stock options is reflected in net income for any periods, as all options granted had an exercise price at least equal to the market value of the underlying common stock on the date of grant. Refer to the "Recent Accounting Pronouncements" footnote for a description of pending changes to this accounting treatment. The Company and one of its subsidiaries have granted shares of restricted stock to certain key employees. Stock-based employee compensation expense relating to restricted stock for the three month periods ended October 31, 2004 and 2005, of approximately $433,000 and $1,123,000, respectively, and for the nine month periods ended October 31, 2004 and 2005, of approximately $1,297,000 and $3,212,000, respectively, is included in `Selling, general and administrative' expenses in the Condensed Consolidated Statements of Income. The Company estimated the fair value of employee stock options utilizing the Black-Scholes option valuation model, using appropriate assumptions, as required under accounting principles generally accepted in the United States of America. Beginning with options granted in the quarter ended October 31, 2005, the Company used the implied volatility for two year traded options on the Company's stock as the expected volatility assumption required in the Black-Scholes model. Prior to this, the Company had used its historical stock price volatility. The selection of the implied volatility approach was based upon the availability of traded options on the Company's stock and the Company's assessment that implied volatility is a better indicator of expected volatility than historical volatility. 6 The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation for all periods:
THREE MONTHS ENDED NINE MONTHS ENDED OCTOBER 31, OCTOBER 31, ------------------------------------------------------- 2004 2005 2004 2005 ---- ---- ---- ---- (In thousands) (In thousands) Net income, as reported $ 15,959 $ 38,295 $ 36,287 $ 97,370 Deduct: Total stock-based employee compensation cost for stock options determined under fair value based method for all awards, net of related tax effects (22,604) (8,944) (92,749) (26,219) ---------- ---------- ---------- ---------- Pro forma net income (loss) $ (6,645) $ 29,351 $ (56,462) $ 71,151 ========== ========== ========== ========== Earnings (loss) per share: Basic - as reported $ 0.08 $ 0.19 $ 0.19 $ 0.49 Basic - pro forma $ (0.03) $ 0.15 $ (0.29) $ 0.36 Diluted - as reported $ 0.08 $ 0.18 $ 0.18 $ 0.45 Diluted - pro forma $ (0.03) $ 0.13 $ (0.29) $ 0.33
INVENTORIES. The composition of inventories at January 31, 2005 and October 31, 2005 is as follows: JANUARY 31, OCTOBER 31, 2005 2005 (In thousands) Raw materials $ 34,364 $ 35,712 Work in process 23,640 28,228 Finished goods 49,548 67,333 ----------- ----------- $ 107,552 $ 131,273 =========== =========== RESEARCH AND DEVELOPMENT EXPENSES. A significant portion of the Company's research and development operations are located in Israel where certain of the Company's subsidiaries derive benefits from participation in conditional programs sponsored by the Government of Israel for the support of research and development activities conducted in that country. Certain of the 7 Company's research and development activities include projects partially funded by the Office of the Chief Scientist of the Ministry of Industry and Trade of the State of Israel (the "OCS") under which the funding organization reimburses a portion of the Company's research and development expenditures under approved project budgets. Certain of the Company's subsidiaries accrue royalties to the OCS for the sale of products incorporating technology developed in these projects up to the amount of such funding. As of October 31, 2005, such subsidiaries of the Company received approximately $62,500,000 in cumulative grants from the OCS and recorded approximately $31,200,000 in cumulative royalties to the OCS. The terms of the conditional grants limit those subsidiaries' abilities to manufacture products outside of Israel if such products or technologies were developed using these grants. Other reimbursements of research and development expenses may also be obtained. Total amounts reimbursed, primarily by the OCS, for the three month periods ended October 31, 2004 and 2005 were approximately $2,319,000 and $2,718,000, respectively, and for the nine month periods ended October 31, 2004 and 2005 were approximately $7,143,000 and $6,915,000, respectively. CONVERTIBLE DEBT. In May 2003, the Company issued $420,000,000 aggregate principal amount of Zero Yield Puttable Securities ("ZYPS") (the "Existing ZYPS"). On January 26, 2005, the Company completed an offer to the holders of the outstanding Existing ZYPS to exchange the Existing ZYPS for new ZYPS (the "New ZYPS"). Of the $420,000,000 worth of Existing ZYPS outstanding prior to the exchange offer, approximately $417,700,000 aggregate principal amount representing approximately 99.5% of the original issue of Existing ZYPS were validly tendered in exchange for an equal principal amount of New ZYPS. Both the Existing ZYPS and the New ZYPS have a conversion price of $17.97 per share. The ability of the holders to convert either the Existing ZYPS or New ZYPS into common stock is subject to certain conditions including: (i) during any fiscal quarter, if the closing price per share for a period of at least twenty days in the thirty consecutive trading-day period ending on the last trading day of the preceding fiscal quarter is more than 120% of the conversion price per share in effect on that thirtieth day; (ii) on or before May 15, 2018, if during the five business-day period following any ten consecutive trading-day period in which the daily average trading price for the Existing ZYPS or New ZYPS for that ten trading-day period was less than 105% of the average conversion value for the Existing ZYPS or New ZYPS during that period; (iii) during any period, if following the date on which the credit rating assigned to the Existing ZYPS or New ZYPS by Standard & Poor's Rating Services is lower than "B-" or upon the withdrawal or suspension of the Existing ZYPS or New ZYPS rating at the Company's request; (iv) if the Company calls the Existing ZYPS or New ZYPS for redemption; or (v) upon other specified corporate transactions. Both the Existing ZYPS and the New ZYPS mature on May 15, 2023. In addition, the Company has the right to redeem the Existing ZYPS for cash at any time on or after May 15, 2008, at their principal amount. The holders have a series of put options, pursuant to which they may require the Company to repurchase, at par, all or a portion of the Existing ZYPS on each of May 15 of 2008, 2013, and 2018 and upon the occurrence of certain events. The Existing ZYPS holders may require the Company to repurchase the Existing ZYPS at par in the event that the common stock ceases to be publicly traded and, in certain instances, upon a change in control of the Company. 8 The New ZYPS have substantially similar terms as the Existing ZYPS, except that the New ZYPS (i) have a net share settlement feature, (ii) allow the Company to redeem some or all of the New ZYPS at any time on or after May 15, 2009 (rather than May 15, 2008 as provided for in the Existing ZYPS) and (iii) allow the holders of the New ZYPS to require the Company to repurchase their New ZYPS for cash on each of May 15, 2008, 2009, 2013 and 2018. The net share settlement feature of the New ZYPS provides that, upon conversion, the Company would pay to the holder cash equal to the lesser of the conversion value and the principal amount of the New ZYPS being converted, which is $417,608,000 as of October 31, 2005, and would issue to the holder the remainder of the conversion value in excess of the principal amount, if any, in shares of the Company's common stock (the "New Conversion Method"). The offer followed the September 30, 2004 conclusion by the Emerging Issues Task Force ("EITF") of the Financial Accounting Standards Board ("FASB") on EITF Issue No. 04-8, "The Effect of Contingently Convertible Debt on Diluted Earnings Per Share" ("EITF 04-8") requiring contingently convertible debt to be included in diluted earnings per share computations (if dilutive) as if the notes were converted into common shares at the time of issuance (the "if converted" method) regardless of whether market price triggers or other contingent features have been met. EITF 04-8 was effective for reporting periods ending after December 15, 2004. Because these accounting changes would have required the Company to include the shares of common stock underlying the Existing ZYPS in its diluted earnings per share computations, pursuant to the exchange offer, the Company offered to the Existing ZYPS holders, New ZYPS convertible under the New Conversion Method. Under EITF 04-8, the Company is not required to include any shares issuable upon conversion of the New ZYPS issued in the exchange offer in its diluted shares outstanding unless the market price of the Company's common stock exceeds the conversion price, and would then only have to include that number of shares as would then be issuable based upon the in-the-money value of the conversion rights under the New ZYPS. Therefore, the New ZYPS are dilutive in calculating diluted earnings per share if the Company's common stock is trading above $17.97 to the extent of the number of shares the Company would be required to issue to satisfy a conversion right of the New ZYPS over and above $417,608,000, as of October 31, 2005. This resulted in additional share dilution in calculating diluted earnings per share of approximately 349,000 and 6,899,000 for the three month periods ended October 31, 2004 and 2005, respectively, and approximately 258,000 and 6,175,000 for the nine month periods ended October 31, 2004 and 2005, respectively. The Existing ZYPS are immediately dilutive in calculating diluted earnings per share to the extent of the full number of shares underlying the Existing ZYPS, which for the three month periods ended October 31, 2004 and 2005 was approximately 129,000 and 124,000 shares, respectively, and for the nine month periods ended October 31, 2004 and 2005 was approximately 129,000 and 124,000 shares, respectively. These shares are deemed to be outstanding for the purpose of calculating diluted earnings per share, whether or not the Existing ZYPS may be converted pursuant to their terms, and therefore decreases the Company's diluted earnings per share. The adoption of EITF 04-8 did not have an effect on reported diluted earnings (loss) per share for any prior periods presented. Although the diluted share count for the three and nine month periods ended October 31, 2004 increased by approximately 478,000 and 387,000 shares, respectively, from the amount previously reported due to the adoption of EITF 04-8, the additional shares did not change the reported diluted earnings per share of $0.08 and $0.18 for the three and nine month periods ended October 31, 2004, respectively. 9 During the fourth quarter of fiscal year 2004 and the first and second quarters of fiscal year 2005, the closing price per share on at least 20 trading days in the 30 consecutive trading-day periods ending on January 31, 2005, on April 30, 2005 and on July 31, 2005, respectively, was more than 120% of the conversion price per share for both the Existing ZYPS and New ZYPS. As such, a conversion privilege for both the Existing ZYPS and the New ZYPS was triggered and both the Existing ZYPS and New ZYPS were convertible into cash and/or the Company's common stock at the option of the holders during the first, second and third fiscal quarters of 2005. During the three and nine month periods ended October 31, 2005, the holders converted $29,000 and $84,000 of the Existing ZYPS, respectively, and $44,000 and $82,000 of the New ZYPS, respectively. As of October 31, 2005, there were $2,226,000 of Existing ZYPS outstanding and $417,608,000 of New ZYPS outstanding. During the third quarter of fiscal year 2005, the closing price per share on at least 20 trading days in the 30 consecutive trading-day period ending on October 31, 2005 was more than 120% of the conversion price per share for both the Existing ZYPS and New ZYPS. As such, a conversion privilege for both the Existing ZYPS and the New ZYPS was triggered and both the Existing ZYPS and New ZYPS are convertible into cash and/or the Company's common stock at the option of the holders during the fourth fiscal quarter of 2005. In November and December 2000, the Company issued $600,000,000 aggregate principal amount of its 1.50% convertible senior debentures due December 2005 (the "Debentures"). The Debentures are unsecured senior obligations of the Company ranking equally with all of the Company's existing and future unsecured senior indebtedness and are senior in right of payment to any of the Company's existing and future subordinated indebtedness. The Debentures are convertible, at the option of the holders, into shares of the Company's common stock at a conversion price of $116.325 per share, subject to adjustment in certain events; and are subject to redemption at any time on or after December 1, 2003, in whole or in part, at the option of the Company, at redemption prices (expressed as percentages of the principal amount) of 100.375% if redeemed during the twelve-month period beginning December 1, 2003, and 100% of the principal amount if redeemed thereafter. The Debenture holders may require the Company to repurchase the Debentures at par in the event that the common stock ceases to be publicly traded and, in certain instances, upon a change in control of the Company. Upon the occurrence of a change in control, instead of paying the repurchase price in cash, the Company may, under certain circumstances, pay the repurchase price in common stock. During the three and nine month periods ended October 31, 2004, the Company acquired, in open market purchases, $0 and $37,470,000 of face amount of the Debentures, respectively, resulting in a pre-tax gain, net of debt issuance costs, of approximately $0 and $341,000, respectively. These gains are included in `Interest and other income, net' in the Condensed Consolidated Statements of Income. The Company did not acquire any of the Debentures during the three and nine month periods ended October 31, 2005. As of October 31, 2005, the Company had outstanding Debentures of $87,253,000, included in the current liabilities section of the Condensed Consolidated Balance Sheets. On December 1, 2005, the maturity date, the Company paid off the outstanding Debentures. 10 EARNINGS PER SHARE. The computation of basic earnings per share is based on the weighted average number of outstanding common shares. Diluted earnings per share further assumes the issuance of common shares for all dilutive potential common shares outstanding. The calculation of earnings per share for the three and nine month periods ended October 31, 2004 and 2005 is as follows:
THREE MONTHS ENDED THREE MONTHS ENDED OCTOBER 31, 2004 OCTOBER 31, 2005 ---------------- ---------------- Net Per Share Net Per Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ (In thousands, except per share data) BASIC EPS - --------- Net income $ 15,959 196,077 $ 0.08 $ 38,295 200,766 $ 0.19 ======= ======= EFFECT OF DILUTIVE SECURITIES - ---------- New and Existing ZYPS 478 7,023 Options 6,054 7,500 Restricted Stock 314 694 Subsidiary options (283) (305) ----------------------------------------- ------------------------------------------- DILUTED EPS $ 15,676 202,923 $ 0.08 $ 37,990 215,983 $ 0.18 ========= ========= ======= ========= ========= ======= NINE MONTHS ENDED NINE MONTHS ENDED OCTOBER 31, 2004 OCTOBER 31, 2005 ---------------- ---------------- Net Per Share Net Per Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ (In thousands, except per share data) BASIC EPS - --------- Net income $ 36,287 195,452 $ 0.19 $ 97,370 199,847 $ 0.49 ======= ======= EFFECT OF DILUTIVE SECURITIES - ---------- New and Existing ZYPS 387 6,299 Options 6,181 7,431 Restricted Stock 314 659 Subsidiary options (649) (779) ----------------------------------------- ------------------------------------------- DILUTED EPS $ 35,638 202,334 $ 0.18 $ 96,591 214,236 $ 0.45 ========= ========= ======= ========= ========= =======
11 The shares issuable upon the conversion of the Debentures were not included in the computation of diluted earnings per share for all periods because the effect of including them would be antidilutive. Refer to the "Convertible Debt" footnote for a comprehensive description of EITF 04-8 and the impact of adoption on the Company's diluted earnings per share calculation for the New ZYPS and the Existing ZYPS. COMPREHENSIVE INCOME. Total comprehensive income was approximately $18,921,000 and $37,567,000 for the three month periods ended October 31, 2004 and 2005, respectively, and approximately $34,324,000 and $102,592,000 for the nine month periods ended October 31, 2004 and 2005, respectively. The elements of comprehensive income (loss) include net income (loss), unrealized gains/losses on available for sale securities and foreign currency hedges, and foreign currency translation adjustments. WORKFORCE REDUCTION, RESTRUCTURING AND IMPAIRMENT CHARGES (CREDITS). During the year ended January 31, 2002, the Company committed to and began implementing a restructuring program, including changes to its organizational structure and product offerings, to better align its cost structure with the business environment and to improve the efficiency of its operations via reductions in workforce, restructuring of operations and the write-off of impaired assets. In connection with these actions, during the four year period ended January 31, 2005, the Company incurred net charges to operations primarily pertaining to severance and other related costs, the elimination of excess facilities and related leasehold improvements and the write-off of certain property and equipment and other impaired assets. During the nine month period ended October 31, 2005, the Company incurred a net credit to operations of approximately $253,000 due primarily to the reversal of previously taken restructuring charges pertaining to excess severance and related costs and excess facilities and related costs, the latter primarily as a result of the sublet of a portion of the excess facilities. 12 As of October 31, 2005, the Company had an accrual of approximately $18,498,000 relating to workforce reduction and restructuring. A roll-forward of the workforce reduction and restructuring accrual from February 1, 2005 is as follows:
WORKFORCE ACCRUAL REDUCTION, ACCRUAL BALANCE AT RESTRUCTURING BALANCE AT FEBRUARY 1, & IMPAIRMENT CASH OCTOBER 31, 2005 CREDITS PAYMENTS 2005 --------- --------- --------- ---------- (IN THOUSANDS) Severance and related $ 121 $ (121) $ - $ - Facilities and related 21,482 (132) 2,852 18,498 --------- --------- --------- ---------- Total $ 21,603 $ (253) $ 2,852 $ 18,498 ========= ========= ========= ==========
Severance and related costs consist primarily of severance payments to terminated employees, fringe related costs associated with severance payments, other termination costs and legal and consulting costs. Facilities and related costs consist primarily of contractually obligated lease liabilities and operating expenses related to facilities that were vacated primarily in the United States and Israel as a result of the restructuring. The balance of these facilities and related costs is expected to be paid at various dates through January 2011. BUSINESS SEGMENT INFORMATION. The Company's reporting segments are as follows: Comverse Network Systems ("CNS") - Enable telecommunications service providers ("TSP") to offer products to enhance the communication experience and generate TSP traffic and revenue. These services comprise four primary categories: call completion and call management solutions; advanced messaging solutions for groups, communities and person-to-person communication; solutions and enablers for the management and delivery of data and content-based services; and real-time billing and account management solutions for dynamic service environments and other components and applications. 13 SERVICE ENABLING SIGNALING SOFTWARE - Enable equipment manufacturers, application developers, and service providers to deploy revenue generating infrastructure and enhanced services for wireline, wireless and Internet communications. These services include global roaming, voice and text messaging, prepaid calling and emergency-911. These products are also embedded in a range of packet softswitching products to interoperate or converge voice and data networks and facilitate services such as VoIP, hosted IP telephony, and virtual private networks. This segment represents the Company's Ulticom subsidiary. SECURITY AND BUSINESS INTELLIGENCE - Provides analytic software-based solutions for communications interception, networked video security and business intelligence. The software generates actionable intelligence through the collection, retention and analysis of unstructured information contained in voice, fax, video, email, Internet and data transmissions from voice, video and IP networks. This segment represents the Company's Verint subsidiary. ALL OTHER - Includes other miscellaneous operations. RECONCILING ITEMS - consists of the following: Sales - elimination of intersegment revenues. Income (Loss) from Operations - elimination of intersegment income (loss) from operations and corporate operations. Total Assets - elimination of intersegment receivables and unallocated corporate assets. 14 The table below presents information about sales, income (loss) from operations and segment assets as of and for the three and nine month periods ended October 31, 2004 and 2005:
Service Comverse Enabling Security and Network Signaling Business Reconciling Consolidated Systems Software Intelligence All Other Items Totals ------- -------- ------------ --------- ----- ------ THREE MONTHS ENDED OCTOBER 31, 2004: Sales $ 163,579 $ 17,034 $ 63,989 $ 2,786 $ (1,909) $ 245,479 Income (loss) from operations $ 5,534 $ 6,408 $ 5,055 $ (156) $ (2,745) $ 14,096 THREE MONTHS ENDED OCTOBER 31, 2005: Sales $ 205,220 $ 15,255 $ 78,238 $ 2,393 $ (2,140) $ 298,966 Income (loss) from operations $ 19,600 $ 3,770 $ 7,567 $ (166) $ (3,217) $ 27,554 NINE MONTHS ENDED OCTOBER 31, 2004: Sales $ 469,953 $ 46,310 $ 180,794 $ 7,931 $ (4,687) $ 700,301 Income (loss) from operations $ 12,100 $ 14,360 $ 11,268 $ (553) $ (7,843) $ 29,332 NINE MONTHS ENDED OCTOBER 31, 2005: Sales $ 585,304 $ 44,453 $ 224,986 $ 7,172 $ (4,313) $ 857,602 Income (loss) from operations $ 47,367 $ 11,853 $ 21,874 $ (394) $ (8,873) $ 71,827 TOTAL ASSETS: October 31, 2004 $ 911,285 $ 263,513 $ 387,076 $ 39,484 $ 1,271,753 $ 2,873,111 October 31, 2005 $ 1,081,600 $ 290,083 $ 451,141 $ 41,969 $ 1,264,048 $ 3,128,841
LITIGATION. From time to time, the Company is subject to claims in legal proceedings arising in the normal course of its business. The Company does not believe that it is currently party to any pending legal action that could reasonably be expected to have a material adverse effect on its business, financial condition and results of operations. RECENT ACCOUNTING PRONOUNCEMENTS. In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment", ("SFAS No.123(R)") which revises SFAS No. 123 and supersedes APB No. 25. In April 2005, the Securities and Exchange Commission ("SEC") amended Regulation S-X to modify the date for compliance with SFAS No. 123(R). The provisions of SFAS No. 123(R) must be applied beginning with the first interim or annual reporting period of the first fiscal year beginning on or after June 15, 2005, which for the Company is February 1, 2006 (the "Effective Date"). SFAS No. 123(R) requires all 15 share-based payments to employees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable vesting period. Pro forma disclosure of the income statement effects of share-based payments is no longer an alternative. Beginning on the Effective Date, the Company must (i) expense all options granted after the Effective Date over the applicable vesting period, and (ii) expense the non-vested portions of existing option grants going forward over their remaining vesting period. Compensation expense for the non-vested portions of existing option grants as of the Effective Date will be recorded based on the fair value of the awards previously calculated in developing the pro forma disclosures in accordance with the provisions of SFAS No. 123. Under SFAS No. 123(R), the Company is required to adopt a fair value-based method for measuring the compensation expense related to employee stock and stock options awards, which will lead to substantial additional compensation expense. Any such expense, although it will not affect the Company's cash flows, will have a material negative impact on the Company's reported results of operations. In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4." SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) by requiring that such items be recognized as current-period charges regardless of whether they meet the ARB No. 43, Chapter 4 criterion of "so abnormal." In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 is not expected to have a material effect on the Company's condensed consolidated financial statements. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29." SFAS No. 153 amends APB No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for reporting periods beginning after June 15, 2005. The adoption of SFAS No. 153 is not expected to have a material effect on the Company's condensed consolidated financial statements. In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections". SFAS No. 154 applies to all voluntary changes in accounting principle and requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impracticable to determine the effect of a change. SFAS No. 154 also makes a distinction between `retrospective application' of an accounting principle and the `restatement' of financial statements to reflect the correction of an error. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 is not expected to have a material effect on the Company's condensed consolidated financial statements. In March 2004, the EITF of the FASB reached a consensus on EITF Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments", which provided additional guidance for assessing impairment losses on investments. Additionally, EITF 03-1 included new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB delayed the accounting provisions of EITF 16 03-1; however the disclosure requirements remained effective for annual periods ending after June 15, 2004. In November 2005, the FASB released FASB Staff Position FAS 115-1 and FAS 124-1 (the "FSP"), which reverts to other-than-temporary impairment guidance that predated the original effective date of Issue 03-1; that said, the FSP carries forward other elements of Issue 03-1. The FSP applies to reporting periods beginning after December 15, 2005. The adoption of the FSP is not expected to have a material effect on the Company's condensed consolidated financial statements. ACQUISITIONS. On September 1, 2005, Verint, through a newly-formed subsidiary, acquired certain of the assets and liabilities of The Opus Group, LLC ("Opus"), a privately-held provider of performance analytics solutions for contact centers and back office operations. The acquisition extends Verint's ability to help its customers generate actionable intelligence and enhance the effectiveness of their contact center and back office operations. The purchase price consisted of $12,000,000 in cash at closing and additional earn-out payments over two years based on certain profitability targets. Verint incurred transaction costs, consisting primarily of professional fees, amounting to approximately $156,000, in connection with this acquisition. The acquisition was accounted for using the purchase method. The purchase price was allocated to the assets and liabilities of Opus based on the estimated fair value of those assets and liabilities as of September 1, 2005. Identifiable intangible assets consist of sales backlog, trade name, customer relationships and non-competition agreements and have an estimated useful life of up to five years. The results of operations of Opus have been included in the Company's results of operations since September 1, 2005. A summary of the assets acquired and liabilities assumed in the acquisition as well as pro forma results of operations have not been presented as the effect of this acquisition was not deemed material. On September 7, 2005, Verint entered into a definitive agreement with MultiVision Intelligent Surveillance Limited ("MultiVision") to acquire substantially all of its networked video security business. Under the agreement, Verint would pay approximately $48,000,000, subject to certain adjustments. The consideration will consist of cash, provided that, at Verint's sole option, it may substitute shares of its common stock for up to 70% of the adjusted purchase price paid at closing. On November 1, 2005, Verint provided irrevocable notice to MultiVision that it would not issue shares of its common stock as part of the purchase price and would pay the approximately $48,000,000 of purchase price in cash. The acquisition is expected to close in January 2006, subject to a number of conditions, including approval by MultiVision's shareholders. On December 9, 2005, the Company acquired the Global Software Services business ("GSS") and certain related assets from CSG Systems International, Inc. ("CSG") and certain of its affiliates for approximately $249,000,000 in cash, subject to certain post-closing adjustments. The GSS division of CSG is engaged in providing software-based billing solutions to TSPs. 17 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The critical accounting policies described in Item 7 in the Company's Annual Report on Form 10-K are those that are both most important to the portrayal of the Company's financial position and results of operations, and require management's most difficult, subjective or complex judgments. As of October 31, 2005, there have been no material changes to any of the critical accounting policies contained therein. 18 RESULTS OF OPERATIONS SUMMARY OF RESULTS Consolidated results of operations in dollars and as a percentage of sales for each of the three month periods ended October 31, 2004 and 2005 were as follows:
Three months Three months ended ended October 31, October 31, 2004 % of sales 2005 % of sales --------------------------------------------------------------------- (In thousands) Sales $ 245,479 100.0% $ 298,966 100.0% Cost of sales 96,936 39.5% 121,080 40.5% ------------- ------------- Gross margin 148,543 60.5% 177,886 59.5% Operating expenses: Research and development, net 60,782 24.8% 65,574 21.9% Selling, general and administrative 73,767 30.1% 84,758 28.4% Workforce reduction, restructuring and impairment credits (102) (0.0)% - 0.0% ------------- ------------- Income from operations 14,096 5.7% 27,554 9.2% Interest and other income, net 9,541 3.9% 23,132 7.7% ------------- ------------- Income before income tax provision, minority interest and equity in the earnings (losses) of affiliates 23,637 9.6% 50,686 17.0% Income tax provision 4,051 1.7% 6,401 2.1% Minority interest and equity in the earnings (losses) of affiliates (3,627) (1.5)% (5,990) (2.0)% ------------- ------------- Net income $ 15,959 6.5% $ 38,295 12.8% ============= ==============
19 Consolidated results of operations in dollars and as a percentage of sales for each of the nine month periods ended October 31, 2004 and 2005 were as follows:
Nine months Nine months ended ended October 31, October 31, 2004 % of sales 2005 % of sales ------------------------------------------------------------ (In thousands) Sales $ 700,301 100.0% $ 857,602 100.0% Cost of sales 279,652 39.9% 342,029 39.9% ----------- ---------- Gross margin 420,649 60.1% 515,573 60.1% Operating expenses: Research and development, net 172,851 24.7% 193,758 22.6% Selling, general and administrative 213,769 30.5% 250,241 29.2% In-process research and development and other acquisition-related charges 4,635 0.7% - - Workforce reduction, restructuring and impairment charges (credits) 62 0.0% (253) 0.0% ----------- ---------- Income from operations 29,332 4.2% 71,827 8.4% Interest and other income, net 24,970 3.6% 57,449 6.7% ----------- ---------- Income before income tax provision, minority interest and equity in the earnings (losses) of affiliates 54,302 7.8% 129,276 15.1% Income tax provision 9,211 1.3% 17,581 2.1% Minority interest and equity in the earnings (losses) of affiliates (8,804) (1.3)% (14,325) (1.7)% ----------- ---------- Net income $ 36,287 5.2% $ 97,370 11.4% =========== ==========
INTRODUCTION The Company's two business units serving telecommunications markets generated operating and net income during the three and nine month periods ended October 31, 2005, with CNS achieving year over year revenue, operating income and net income growth during the periods. Verint, which services the security and business intelligence markets, achieved record revenue and net income during the three and nine month periods ended October 31, 2005. Overall, for the three and nine month periods ended October 31, 2005, the Company experienced year over year sales growth of approximately 21.8% and 22.5%, respectively, and sequential sales growth for the three month period of approximately 4.6%, with a substantial majority of sales generated from activities serving the telecommunications industry. The Company generated operating and net income for the three and nine month periods ended October 31, 2005. 20 THREE MONTH AND NINE MONTH PERIODS ENDED OCTOBER 31, 2005 COMPARED TO THREE MONTH AND NINE MONTH PERIODS ENDED OCTOBER 31, 2004 SALES. Sales for the three and nine month periods ended October 31, 2005 increased by approximately $53.5 million, or 22%, and $157.3 million, or 22%, respectively, compared to the three and nine month periods ended October 31, 2004. These increases are primarily attributable to an increase in sales in the Company's CNS and security and business intelligence units, partially offset by a small decrease in sales in the Company's service enabling signaling software unit. CNS sales increased by approximately $41.6 million and $115.4 million, respectively, during the three and nine month periods ended October 31, 2005, due primarily to increased sales in Europe. Security and business intelligence sales increased by approximately $14.2 million and $44.2 million, respectively, and service enabling signaling software sales decreased by approximately $1.8 million and $1.9 million, respectively, during the three and nine month periods ended October 31, 2005. On a consolidated basis, sales to customers in North America represented approximately 30% and 32% of total sales for the three month periods ended October 31, 2005 and 2004, respectively, and 28% and 33% of total sales for the nine month periods ended October 31, 2005 and 2004, respectively. COST OF SALES. Cost of sales for the three and nine month periods ended October 31, 2005 increased by approximately $24.1 million, or 25%, and $62.4 million, or 22%, respectively, compared to the three and nine month periods ended October 31, 2004. The increase in cost of sales for the three and nine month periods is primarily attributable to (i) increased materials and overhead costs, net of overhead absorption, of approximately $11.4 million and $24.9 million, respectively, due primarily to increased sales; (ii) increased personnel-related costs of approximately $4.5 million and $11.2 million, respectively; (iii) decreased recoveries of doubtful debts, which decreased from approximately $0.8 million and $10.1 million for the three and nine month periods ended October 31, 2004 to approximately $0.0 million and $0.5 million for the three and nine month periods ended October 31, 2005, for period over period decreases of approximately $0.8 million and $9.6 million, respectively; (iv) increased subcontractor costs of approximately $3.0 million and $6.3 million, respectively; (v) increases of approximately $2.1 million and $5.3 million, respectively, representing an allocation from research and development departments to cost of sales for projects with significant customization requirements; (vi) increased travel costs of approximately $1.5 million and $3.5 million, respectively; and (vii) net increase in other costs of approximately $0.8 million and $1.6 million, respectively. Gross margins for the three and nine month periods ended October 31, 2005 were approximately 59.5% and 60.1% compared to approximately 60.5% and 60.1% in the corresponding 2004 periods. RESEARCH AND DEVELOPMENT, NET. Net research and development expenses for the three and nine month periods ended October 31, 2005 increased by approximately $4.8 million, or 8%, and $20.9 million, or 12%, respectively, compared to the three and nine month periods ended October 31, 2004. However, net research and development expenses as a percentage of sales decreased to approximately 21.9% and 22.6% in the 2005 periods from approximately 24.8% and 24.7% in the 2004 periods. The increase in the dollar amount of net research and development expenses for the three and nine month periods is primarily attributable to (i) increased personnel-related costs of approximately $3.5 million and $10.9 million, respectively; (ii) increased subcontractor costs of approximately $1.2 million and $6.7 million, respectively; (iii) increased overhead allocation of approximately $1.4 million and $5.2 million, respectively; (iv) increased travel costs of approximately $0.1 million and $1.6 million, respectively; and (v) a net increase in various other costs of approximately $0.7 million and $1.8 million, respectively. Such increases were partially offset by decreases for the three and nine month periods of approximately $2.1 million and $5.3 million, respectively, representing an allocation from research and development departments to cost of sales for projects with significant customization requirements. 21 SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expenses for the three and nine month periods ended October 31, 2005 increased by approximately $11.0 million, or 15%, and $36.5 million, or 17%, respectively, compared to the three and nine month periods ended October 31, 2004. However, selling, general and administrative expenses as a percentage of sales decreased to approximately 28.4% and 29.2% in the 2005 periods from approximately 30.1% and 30.5% in the 2004 periods. The increase in the dollar amount of selling, general and administrative expenses for the three and nine month periods is primarily attributable to (i) increased personnel-related costs of approximately $8.1 million and $22.8 million, respectively; (ii) increased employee and agent sales commissions of approximately $3.0 million and $4.9 million, respectively; (iii) increased travel costs of approximately $1.4 million and $4.5 million, respectively; (iv) increased subcontractor costs of approximately $0.6 million and $2.7 million, respectively; (v) increased marketing materials of approximately $0.6 million and $2.6 million, respectively; (vi) increased rent and utilities of approximately $0.3 million and $2.3 million, respectively; (vii) increased professional fees of approximately $0.7 million and $2.2 million, respectively; (viii) increased net bad debt expense of approximately $1.1 million for the nine month period, which included recoveries of doubtful debts of approximately $5.5 million and $4.3 million for the nine month periods ended October 31, 2004 and 2005, respectively; and (ix) a net increase in various other costs of approximately $1.9 million for the nine month period. Such increases were partially offset by (i) decreased net bad debt expense of approximately $1.2 million for the three month period, which included recoveries of doubtful debts of approximately $0.3 million and $2.1 million for the three month periods ended October 31, 2004 and 2005, respectively; and (ii) decreases for the three and nine month periods of approximately $2.5 million and $8.5 million, respectively, due to increased allocations to other expense categories. IN-PROCESS RESEARCH AND DEVELOPMENT AND OTHER ACQUISITION-RELATED CHARGES. During the nine month period ended October 31, 2004, the Company incurred approximately $4.6 million for in-process research and development and other acquisition-related charges resulting from Verint's purchase of ECtel Ltd's government surveillance business, as follows: (i) approximately $3.1 million of purchased in-process research and development, which was charged to expense at the acquisition, and (ii) approximately $1.5 million for the write-down of certain capitalized software development costs to their net realizable value at the date of acquisition, due to impairment caused by the existence of duplicative technology. WORKFORCE REDUCTION, RESTRUCTURING AND IMPAIRMENT CHARGES (CREDITS). During the year ended January 31, 2002, the Company committed to and began implementing a restructuring program to better align its cost structure with the business environment and to improve the efficiency of its operations via reductions in workforce, restructuring of operations and the write-off of impaired assets. In connection with the restructuring, the Company changed its organizational structure and product offerings, resulting in the impairment of certain assets. In connection with these actions, during the three and nine month periods ended October 31, 2004, the Company incurred net charges (credits) to operations of approximately $(0.1) million and $0.1 million, respectively. During the nine month period ended October 31, 2005, the Company incurred a net credit to operations of approximately $0.3 million, due primarily to the reversal of previously taken restructuring charges pertaining to excess severance and related costs and excess facilities and related costs, the latter primarily as a result of the sublet of a portion of the excess facilities. The Company expects to pay out approximately $18.5 million for facilities and related obligations at various dates through January 2011. 22 INTEREST AND OTHER INCOME, NET. Interest and other income, net, for the three and nine month periods ended October 31, 2005 increased by approximately $13.6 million and $32.5 million, respectively, compared to the three and nine month periods ended October 31, 2004. The principal reasons for the increase are (i) increased interest and dividend income of approximately $9.2 million and $25.2 million, respectively, due primarily to the rise in interest rates; (ii) a change in the net gains/losses from the sale and write-down of investments of approximately $4.2 million and $12.4 million, respectively; and (iii) other net increase of approximately $0.4 million for the three month period. Such items were partially offset by (i) a change in foreign currency gains/losses of approximately $0.2 million and $4.8 million, respectively; and (ii) a decrease in the gain recorded as a result of the Company's repurchases of its Debentures of approximately $0.3 million for the nine month period. INCOME TAX PROVISION. Provision for income taxes for the three and nine month periods ended October 31, 2005 increased by approximately $2.4 million and $8.4 million, respectively, compared to the three and nine month periods ended October 31, 2004, due primarily to increased pre-tax income accompanied by shifts in the underlying mix of pre-tax income by entity and tax jurisdiction. The Company's effective tax rate for the three and nine month periods ended October 31, 2005 was approximately 13% and 14%, respectively, compared to approximately 17% for each of the corresponding 2004 periods. The Company's overall rate of tax is reduced significantly by the existence of net operating loss carryforwards for Federal income tax purposes in the United States, as well as the tax benefits associated with qualified activities of certain of its Israeli subsidiaries, which are entitled to favorable income tax rates under a program of the Israeli Government for "Approved Enterprise" investments in that country. MINORITY INTEREST AND EQUITY IN THE EARNINGS (LOSSES) OF AFFILIATES. Minority interest and equity in the earnings (losses) of affiliates for the three and nine month periods ended October 31, 2005 increased by approximately $2.4 million and $5.5 million, respectively, as a result of increased minority interest expense of approximately $1.9 million and $4.6 million, respectively, primarily attributable to increased earnings at majority-owned subsidiaries, and a change in equity in the earnings (losses) of affiliates of approximately $0.5 million and $0.9 million, respectively. NET INCOME. Net income for the three and nine month periods ended October 31, 2005 increased by approximately $22.3 million and $61.1 million, respectively, compared to the three and nine month periods ended October 31, 2004, and as a percentage of sales increased to approximately 12.8% and 11.4% for the 2005 periods from approximately 6.5% and 5.2% in the corresponding 2004 periods. These variances resulted primarily from the factors described above. 23 LIQUIDITY AND CAPITAL RESOURCES The Company's working capital at October 31, 2005 and January 31, 2005 was approximately $2,314.4 million and $2,156.9 million, respectively. At October 31, 2005 and January 31, 2005, the Company had total cash and cash equivalents, bank time deposits and short-term investments of approximately $2,325.0 million and $2,249.6 million, respectively. Operations for the nine month periods ended October 31, 2005 and 2004, after adjustment for non-cash items, provided cash of approximately $159.7 million and $103.4 million, respectively. During such periods, other changes in operating assets and liabilities used cash of approximately $(102.6) million and $(37.1) million, respectively. This resulted in net cash provided by operating activities of approximately $57.1 million and $66.3 million, respectively. Investing activities for the nine month periods ended October 31, 2005 and 2004 used cash of approximately $(164.1) million and $(114.6) million, respectively. These amounts include (i) net maturities and sales (purchases) of bank time deposits and investments of approximately $(108.9) million and $(33.1) million, respectively; (ii) purchases of property and equipment of approximately $(40.5) million and $(33.0) million, respectively; (iii) capitalization of software development costs of approximately $(3.0) million and $(3.2) million, respectively; (iv) acquisitions, net of cash acquired, of approximately $(11.5) million and $(45.4) million, respectively; and (v) other, net of approximately $(0.2) million for the nine month period ended October 31, 2005. Financing activities for the nine month periods ended October 31, 2005 and 2004 provided cash of approximately $41.8 million and $24.1 million, respectively. These amounts include (i) repurchases of Debentures of approximately $(36.9) million during the nine month period ended October 31, 2004; (ii) net proceeds from the issuance of stock in connection with the exercise of stock options and employee stock purchase plans and the sale of stock by Company subsidiaries of approximately $42.6 million and $61.4 million, respectively, and (iii) other, net of approximately $(0.8) million and $(0.4) million, respectively. During the third quarter of fiscal year 2005, the closing price per share on at least 20 trading days in the 30 consecutive trading-day period ending on October 31, 2005 was more than 120% of the conversion price per share for both the Existing ZYPS and New ZYPS. As such, a conversion privilege for both the Existing ZYPS and the New ZYPS was triggered and both the Existing ZYPS and New ZYPS are convertible into cash and/or the Company's common stock at the option of the holders during the fourth fiscal quarter of 2005. As of October 31, 2005, there were approximately $2.2 million of Existing ZYPS outstanding and $417.6 million of New ZYPS outstanding. During the three and nine month periods ended October 31, 2004, the Company acquired, in open market purchases, approximately $0 and $37.5 million of face amount of the Debentures, respectively, resulting in a pre-tax gain, net of debt issuance costs, of approximately $0 and $0.3 million, respectively. These gains are included in `Interest and other income, net' in the Condensed Consolidated Statements of Income. The Company did not acquire any of the Debentures during the three and nine month periods ended October 31, 2005. As of October 31, 2005, the Company had outstanding Debentures of approximately $87.3 million, included in the current liabilities section of the Condensed Consolidated Balance Sheets. On December 1, 2005, the maturity date, the Company paid off the outstanding Debentures. 24 On September 1, 2005, Verint, through a newly-formed subsidiary, acquired certain of the assets and liabilities of The Opus Group, LLC, a privately-held provider of performance analytics solutions for contact centers and back office operations. The acquisition extends Verint's ability to help its customers generate actionable intelligence and enhance the effectiveness of their contact center and back office operations. The purchase price consisted of $12.0 million in cash at closing and additional earn-out payments over two years based on certain profitability targets. Verint incurred transaction costs, consisting primarily of professional fees, amounting to approximately $0.2 million, in connection with this acquisition. On September 7, 2005, Verint entered into a definitive agreement with MultiVision to acquire substantially all of its networked video security business. Under the agreement, Verint would pay approximately $48.0 million, subject to certain adjustments. The consideration will consist of cash, provided that, at Verint's sole option, it may substitute shares of its common stock for up to 70% of the adjusted purchase price paid at closing. On November 1, 2005, Verint provided irrevocable notice to MultiVision that it would not issue shares of its common stock as part of the purchase price and would pay the approximately $48.0 million of purchase price in cash. The acquisition is expected to close in January 2006, subject to a number of conditions, including approval by MultiVision's shareholders. On December 9, 2005, the Company acquired the Global Software Services business and certain related assets from CSG and certain of its affiliates for approximately $249.0 million in cash, subject to certain post- closing adjustments. The GSS division of CSG is engaged in providing software-based billing solutions to TSPs. The ability of CTI's Israeli subsidiaries to pay dividends is governed by Israeli law, which provides that dividends may be paid by an Israeli corporation only out of its earnings as defined in accordance with the Israeli Companies Law of 1999, provided that there is no reasonable concern that such payment will cause such subsidiary to fail to meet its current and expected liabilities as they come due. In the event of a devaluation of the Israeli currency against the dollar, the amount in dollars available for payment of cash dividends out of prior years' earnings will decrease accordingly. Cash dividends paid by an Israeli corporation to United States resident corporate parents are subject to the Convention for the Avoidance of Double Taxation between Israel and the United States. Under the terms of the Convention, such dividends are subject to taxation by both Israel and the United States and, in the case of Israel, such dividends out of income derived in respect of a period for which an Israeli company is entitled to the reduced tax rate applicable to an Approved Enterprise are generally subject to withholding of Israeli income tax at source at a rate of 15%. The Israeli company is also subject to additional Israeli taxes in respect of such dividends, generally equal to the tax benefits previously granted in respect of the underlying income by virtue of the Approved Enterprise status. The Company's liquidity and capital resources have not been, and are currently not anticipated to be, materially affected by restrictions pertaining to the ability of its foreign subsidiaries to pay dividends or by withholding taxes associated with any such dividend payments. 25 The Company regularly examines opportunities for strategic acquisitions of other companies or lines of business and anticipates that it may from time to time issue additional debt and/or equity securities either as direct consideration for such acquisitions or to raise additional funds to be used (in whole or in part) in payment for acquired securities or assets. The issuance of such securities could be expected to have a dilutive impact on the Company's shareholders, and there can be no assurance as to whether or when any acquired business would contribute positive operating results commensurate with the associated investment. The Company believes that its existing working capital, together with funds generated from operations, will be sufficient to provide for its planned operations for the foreseeable future, on both a consolidated and individual business segment basis. CERTAIN TRENDS AND UNCERTAINTIES The Company's business is particularly dependent on, and the Company derives the majority of its revenue from, the telecommunications industry, which appears to be emerging from a challenging capital spending environment. Although the capital spending environment in the telecommunications industry has improved and the Company's revenues have increased over the past year, if capital spending and technology purchasing by telecommunications service providers ("TSP") does not continue to improve or if it declines, revenue may stagnate or decrease, and the Company's operating results may be adversely affected. Although the Company currently has good near term visibility, as explained in the risk factors outlined below, it has been and continues to be very difficult for the Company to accurately forecast future revenues and operating results. The success of the Company is dependent upon, in part, the development of new products, the acceptance of these new products by customers and consumers, and the corresponding risks associated with the development, marketing and adoption of these new products as discussed in the risk factors below. In the event the Company's customers reduce their actual and planned expenditures to expand or replace equipment and if the customers delay and reduce the deployment of new products, the Company's operating results may be adversely affected. The Company has made acquisitions in the past and continues to examine opportunities for growth through merger and acquisitions. Mergers and acquisitions may result in use of the Company's cash resources, amortization expenses related to intangible assets, and issuances of equity securities, which may result in a dilution of existing stockholders. In addition, the Company may be negatively impacted by the assumption of liabilities of the merged or acquired company. Mergers and acquisitions entail a number of risks including: o the impact of known potential liabilities or unknown liabilities associated with the acquired companies; o the difficulty of assimilating the operations, personnel and customers of the acquired companies into the Company's operations and business; o the potential disruption of the Company's ongoing business and distraction of management; 26 o the difficulty of integrating acquired technology and rights into the Company's services and unanticipated expenses related to such integration; o the failure to successfully develop acquired technology, resulting in the impairment of amounts currently capitalized as intangible assets; o the potential for patent, trademark and other intellectual property infringement claims against the acquired company; o the impairment of relationships with customers and partners of the acquired companies or the Company's customers and partners as a result of the integration of acquired operations; o the impairment of relationships with employees of the acquired companies or the Company's employees as a result of integration of new management personnel; o the difficulty of integrating the acquired company's accounting, management information, human resources and other administrative systems into existing administrative, financial and managerial controls and reporting systems and procedures; o the need to implement required controls, procedures and policies at private companies which, prior to acquisition, lacked such controls, procedures and policies; o in the case of foreign acquisitions, uncertainty regarding the impact of foreign laws and regulations, currency risks and the particular economic, political and regulatory risks associated with specific countries and the difficulty integrating operations and systems as a result of language, cultural, systems and operational differences; o the potential inheritance of the acquired companies' past financial statements with their associated risks; o the difficulty of achieving the anticipated synergies from the combined businesses, including marketing, product integration, distribution, product development and other synergies; o the potential need to write-down the goodwill of any such transaction in subsequent periods, resulting in charges to operations; and/or o possibly failing to retain the acquired or merged companies' key employees and customers. In addition, the Company may not be able to identify future suitable merger or acquisition candidates, and even if the Company does identify suitable candidates, it may not be able to make these transactions on commercially acceptable terms, or at all. On December 9, 2005, Comverse, Inc., a wholly-owned subsidiary of CTI, acquired from CSG Systems International, Inc. ("CSG") and certain of its affiliates the Global Software Services business ("GSS") and certain related 27 assets (the "Acquisition"). GSS provides software-based billing solutions. While the general mergers and acquisitions risk factors discussed previously apply to the Acquisition, the Company cannot particularly assure that it will be able to: o anticipate and manage the impact of known potential liabilities or unknown liabilities associated with GSS; o successfully and timely integrate GSS into the Company's business, including the integration of GSS' products, operations, facilities and related matters, without resulting in business disruptions; o retain and integrate GSS employees; o ensure that management time and attention will not be diverted while integrating GSS; o improve or maintain the financial results of GSS or ensure that the integration of GSS will not materially and adversely affect the Company's financial results; o ensure that the GSS customers or the Company's own customers will not adversely react to the Acquisition; or o realize the anticipated benefits of the Acquisition. On September 7, 2005, Verint Systems Inc. ("Verint") entered into a definitive agreement with MultiVision Surveillance Limited ("MultiVision") to acquire substantially all of its networked video security business. The acquisition, which is subject to a number of closing conditions, including obtaining approval of the MultiVision shareholders, is expected to be consummated during January 2006. There is no assurance that the transaction will be consummated in such time period or at all. Failure to consummate the acquisition for any reason or significant delay in closing may cause the value of Verint's common stock to decline. In addition, if the transaction does not close, significant management time and effort will have been expended, and certain costs related to the transaction, such as legal and accounting fees, must be paid, which may negatively affect Verint's financial results. To the extent that the Company's customer base consolidates as a result of the announcements of several mergers in the telecommunications industry, the Company may have an increased dependence on a smaller number of customers who may be able to exert increased pressure on the Company's prices and contractual terms in general. Consolidation also may result in the loss of both existing and potential customers of the Company. The Company has experienced declines in revenue from some of its traditional products sold to TSPs compared with prior years. The Company has executed a strategy to capitalize on growth opportunities in new and emerging products to offset such declines. While certain of these new products have met with initial success, it is unclear whether they will be widely adopted by the Company's customers and TSPs in general. Any increases in revenue from these new products also may not exceed declines in revenue the Company may experience from the sale of its traditional products. If revenue from sales of its traditional products declines faster than revenue from new products increases, the Company's revenue and operating results will be adversely affected. 28 In addition to loss of revenue, a return of weakness in the telecommunications industry will affect the Company's business by increasing the risks of credit or business failures of suppliers, customers or distributors, by customer requirements for vendor financing and longer payment terms, by delays and defaults in customer or distributor payments, and by price reductions instituted by competitors to retain or acquire market share. The Company's current plan of operations is predicated, in part, on the recent recovery in capital expenditures by its customers. In the absence of sustained improvement, the Company would experience deterioration in its operating results, and may determine to modify its plan for future operations accordingly, which may include, among other things, reductions in its workforce. The Company intends to continue to make significant investments in its business, and to examine opportunities for growth. These activities may involve significant expenditures and obligations that cannot readily be curtailed or reduced if anticipated demand for the associated products does not materialize or is delayed. The impact of these decisions on future financial results cannot be predicted with assurance, and the Company's commitment to growth may increase its vulnerability to downturns in its markets, technology changes and shifts in competitive conditions. The Company has made, and in the future, may continue to make strategic and financial investments in other companies. These investments have been made in, and future investments will likely be made in, immature businesses with unproven track records and technologies. Such investments have a high degree of risk, with the possibility that the Company may lose the total amount of its investments. The Company may not be able to identify suitable investment candidates, and, even if it does, the Company may not be able to make those investments on acceptable terms, or at all. In addition, even if the Company makes investments, it may not gain strategic benefits from those investments. Currently, the Company accounts for employee stock options in accordance with Accounting Principles Board ("APB") Opinion No. 25 and related Interpretations, which provide that any compensation expense relative to employee stock options be measured based on intrinsic value of the stock options. As a result, when options are priced at or above fair market value of the underlying common stock on the date of the grant, as currently is the Company's practice, the Company incurs no compensation expense. In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123(R)") which revises SFAS No. 123 and supersedes APB Opinion No. 25. In April, 2005, the SEC amended Regulation S-X to modify the date for compliance with SFAS No. 123(R). The provisions of SFAS No. 123(R) must be applied beginning with the first interim or annual reporting period of the first fiscal year beginning on or after June 15, 2005, which for the Company is February 1, 2006 (the "Effective Date"). SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable vesting period. Pro forma disclosure of the income statement effects of share-based payments is no longer an alternative. Beginning on the Effective Date, the Company must (i) expense all options granted after the Effective Date over the applicable vesting period, and (ii) expense the non-vested portions of existing option grants going forward over 29 their remaining vesting period. Compensation expense for the non-vested portions of existing option grants as of the Effective Date will be recorded based on the fair value of the awards previously calculated in developing the pro forma disclosures in accordance with the provisions of SFAS No. 123. Under SFAS No. 123(R), the Company is required to adopt a fair value-based method for measuring the compensation expense related to employee stock and stock options awards, which will lead to substantial additional compensation expense. Any such expense, although it would not affect the Company's cash flows, will have a material negative impact on the Company's future reported results of operations. In May 2003, the Company issued $420,000,000 aggregate principal amount of Zero Yield Puttable Securities ("ZYPS") (the "Existing ZYPS"). On January 26, 2005, the Company completed an offer to the holders of the outstanding Existing ZYPS to exchange the Existing ZYPS for new ZYPS (the "New ZYPS") in response to EITF Issue No. 04-8, "The Effect of Contingently Convertible Debt on Diluted Earnings Per Share" ("EITF 04-8"). Of the $420,000,000 worth of Existing ZYPS outstanding prior to the exchange offer, approximately $417,700,000 aggregate principal amount representing approximately 99.5% of the original issue of Existing ZYPS were validly tendered in exchange for an equal principal amount of New ZYPS. Both the Existing ZYPS and the New ZYPS have a conversion price of $17.97 per share. Under EITF 04-8, the Company is not required to include any shares issuable upon conversion of the New ZYPS issued in the exchange offer in its diluted shares outstanding unless the market price of the Company's common stock exceeds the conversion price, and would then only have to include that number of shares as would then be issuable based upon the in-the-money value of the conversion rights under the New ZYPS. Therefore, the New ZYPS are dilutive in calculating diluted earnings per share if the Company's common stock is trading above $17.97 to the extent of the number of shares the Company would be required to issue to satisfy a conversion right of the New ZYPS over and above $417,608,000, as of October 31, 2005. The Existing ZYPS are immediately dilutive in calculating diluted earnings per share to the extent of the full number of shares underlying the Existing ZYPS. The Company cannot ensure that sufficient funds will be available at the time of payment required on the Existing ZYPS and/or the New ZYPS or that the Company will be able to arrange financing to make any such required cash payments. During the third quarter of fiscal year 2005, the closing price per share on at least 20 trading days in the 30 consecutive trading-day period ending on October 31, 2005, was more than 120% of the conversion price per share for both the Existing ZYPS and New ZYPS. As such, a conversion privilege for both the Existing ZYPS and the New ZYPS was triggered and both the Existing ZYPS and New ZYPS are convertible into cash and/or the Company's common stock at the option of the holders during the fourth fiscal quarter of 2005. The Company's products are complex and involve sophisticated technology that performs critical functions to highly demanding standards. The Company's existing and future products may develop operational problems and the Company may incur fees and penalties in connection with such problems, which could have a material adverse effect on the Company. In addition, when the Company introduces a product to the market or as it releases new versions of an existing product, the product may contain undetected defects or errors. The Company may not discover such defects, errors or other operational problems until after a product has been released and used by the customer. Significant costs may be incurred to correct undetected defects, errors or operational problems in the Company's products, including product liability claims. In addition, defects or errors in the Company's products also may result in questions regarding the integrity of the products, which could cause adverse publicity and impair their market acceptance, resulting in lost future sales. 30 The telecommunications industry is subject to rapid technological change. The introduction of new technologies in the telecommunications market, including the delay in the adoption of such new technologies, and new alternatives for the delivery of services are having, and can be expected to continue to have, a profound effect on competitive conditions in the market and the success of market participants, including the Company. In addition, some of the Company's products, such as call answering, have experienced declines in usage resulting from, among other factors, the introduction of new technologies and the adoption and increased use of existing technologies, which may include enhanced areas of coverage for mobile telephones and Caller ID type services. The Company's continued success will depend on its ability to correctly anticipate technological trends in its industries, to react quickly and effectively to such trends and to enhance its existing products and to introduce new products on a timely and cost-effective basis. As a result, the life cycle of the Company's products is difficult to estimate. The Company's new product offerings may not enter the market in a timely manner for their acceptance. New product offerings may not properly integrate into existing platforms and the failure of these offerings to be accepted by the market could have a material adverse effect on the Company's business, results of operations, and financial condition. The Company's sales and operating results may be adversely affected in the event customers delay purchases of existing products as they await the Company's new product offerings. Changing industry and market conditions may dictate strategic decisions to restructure some business units and discontinue others. Discontinuing a business unit or product line may result in the Company recording accrued liabilities for special charges, such as costs associated with a reduction in workforce. These strategic decisions could result in changes to determinations regarding a product's useful life and the recoverability of the carrying basis of certain assets. The Company has made and continues to make significant investments in the areas of sales and marketing, and research and development. The Company's research and development activities, which may be delayed and behind schedule, include ongoing significant investment in the development of additional features and functionality for its existing and new product offerings. The success of these initiatives will be dependent upon, among other things, the emergence of a market for these types of products and their acceptance by existing and new customers. The Company's business may be adversely affected by its failure to correctly anticipate the emergence of a market demand for certain products or services, and changes in the evolution of market opportunities. If a sufficient market does not emerge for new or enhanced product offerings developed by the Company, if the Company is late in introducing new product offerings, or if the Company is not successful in marketing such products, the Company's continued growth could be adversely affected and its investment in those products may be lost. The Company relies on a limited number of suppliers and manufacturers for specific components and may not be able to find alternate manufacturers that meet its requirements. Existing or alternative sources may not be available on favorable terms and conditions. Thus, if there is a shortage of supply for these components, the Company may experience an interruption in its product supply. In addition, loss of third-party software licensing could materially and adversely affect the Company's business, financial condition and results of operations. 31 The telecommunications industry continues to undergo significant change as a result of deregulation and privatization worldwide, reducing restrictions on competition in the industry. The worldwide enhanced services industry is already highly competitive and the Company expects competition to intensify. The Company believes that existing competitors will continue to present substantial competition, which could result in the Company reducing its prices to remain competitive, and that other companies, many with considerably greater financial, marketing and sales resources than the Company, may enter the enhanced services markets. Moreover, as the Company enters into new markets as a result of its own research and development efforts or acquisitions, it is likely to encounter new competitors. The Company's competitors may be able to develop more quickly or adapt faster to new or emerging technologies and changes in customer requirements, or devote greater resources to the development, promotion and sale of their products. Some of the Company's competitors have, in relation to it, longer operating histories, larger customer bases, longer standing relationships with customers, greater name recognition and significantly greater financial, technical, marketing, customer service, public relations, distribution and other resources. New competitors continue to emerge and there continues to be consolidation among existing competitors, which may create pricing pressure and reduce the Company's market share. In addition, some of the Company's customers may in the future decide to develop internally their own solutions instead of purchasing them from the Company. Increased competition could force the Company to lower its prices or take other actions to differentiate its products. The Company's recent growth in certain areas has strained its managerial and operational resources. The Company's continued growth may further strain its resources, which could hurt its business and results of operations. There can be no assurance that the Company's managers will be able to manage growth effectively. To manage future growth, the Company's management must continue to improve the Company's operational, IT and financial systems, procedures and controls and expand, train, retain and manage its employee base. If the Company's systems, procedures and controls are inadequate to support its operations, the Company's expansion could slow or come to a halt, and it could lose its opportunity to gain significant market share. Any inability to manage growth effectively could materially harm the Company's business, results of operations and financial condition. The Company's business is subject to evolving corporate governance and public disclosure regulations that have increased both costs and the risk of noncompliance, which could have an adverse effect on the Company's common stock price. Because the Company's common stock is publicly traded on the Nasdaq stock market, the Company is subject to rules and regulations promulgated by a number of governmental and self-regulated organizations, including the SEC, Nasdaq and the Public Company Accounting Oversight Board, which monitors the accounting practices of public companies. Many of these regulations have only recently been enacted, and continue to evolve, making compliance more difficult and uncertain. In addition, the Company's efforts to comply with these new regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In particular, Section 404 of Sarbanes-Oxley Act of 2002 and related regulations required the Company to include a management assessment of its internal control over financial reporting and auditor attestation of that assessment in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2005. While the Company has asserted, in the management assessment of its internal control over financial reporting filed with the Company's Annual Report on Form 10-K, that the Company's internal control over financial reporting is effective as of January 31, 2005 and that no material weaknesses have been identified, the Company must continue to monitor and assess the internal control over financial 32 reporting. The Company cannot provide any assurances that material weaknesses will not be discovered in the future. If, in the future, the Company's management identifies one or more material weaknesses in the internal control over financial reporting that remain unremediated, the Company will be unable to assert that such internal control over financial reporting is effective. If the Company is unable to assert that the internal control over financial reporting is effective for any given reporting period (or if the Company's auditors are unable to attest that the management's report is fairly stated or are unable to express an opinion on the effectiveness of the internal control over financial reporting), the Company could lose investor confidence in the accuracy and completeness of the Company's financial reports, which could have an adverse effect on the Company's common stock price. The effort regarding Section 404 has required, and continues to require, the commitment of significant financial and managerial resources. Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules or new interpretations of existing accounting principles could have a significant adverse effect on the Company's results of operations and may affect the Company's reported financial results. The market for Verint's digital security and business intelligence products in the past has been affected by weakness in general economic conditions, delays or reductions in customers' information technology spending and uncertainties relating to government expenditure programs. Verint's business generated from government contracts may be materially and adversely affected if: (i) Verint's reputation or relationship with government agencies is impaired, (ii) Verint is suspended or otherwise prohibited from contracting with a domestic or foreign government or any significant law enforcement agency, (iii) levels of government expenditures and authorizations for law enforcement and security related programs decrease, remain constant or shift to programs in areas where Verint does not provide products and services, (iv) Verint is prevented from entering into new government contracts or extending existing government contracts based on violations or suspected violations of laws or regulations, including those related to procurement, (v) Verint is not granted security clearances required to sell products to domestic or foreign governments or such security clearances are revoked, (vi) there is a change in government procurement procedures or (vii) there is a change in political climate that adversely affects Verint's existing or prospective relationships. Competitive conditions in this sector also have been affected by the increasing use by certain potential customers of their own internal development resources rather than outside vendors to provide certain technical solutions. In addition, Verint's markets include an increasing number of competitors, including companies that are significantly larger and have more resources than Verint. In addition, a number of established government contractors, particularly developers and integrators of technology products, have taken steps to redirect their marketing strategies and product plans in reaction to cut-backs in their traditional areas of focus, resulting in an increase in the number of competitors and the range of products offered in response to particular requests for proposals. 33 The market for actionable intelligence solutions, such as Verint's security and business intelligence products is still emerging. Verint's growth is dependent on, among other things, the size and pace at which the markets for its products develop. If the markets for its products decrease, remain constant or grow slower than Verint anticipates, Verint will not be able to maintain its growth. In addition, in markets where Verint is a sole supplier, Verint's growth may be adversely impacted if customers seek to and succeed in developing alternative sources for Verint's products. Continued growth in the demand for Verint's products is uncertain as, among other reasons, its existing customers and potential customers may: (i) not achieve a return on their investment in its products; (ii) experience technical difficulty in utilizing its products; or (iii) use alternative solutions to achieve their security or business intelligence objectives. In addition, as Verint's business intelligence products are sold primarily to contact centers, slower than anticipated growth or a contraction in the number or size of contact centers will have a material adverse effect on Verint's ability to maintain its growth. The global market for analytical solutions for security and business applications is competitive not only in the number and breadth of competing companies and products, but also in the manner in which products are sold. For example, Verint often competes for customer contracts through a competitive bidding process that subjects it to risks associated with: (i) the frequent need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and cost overruns; and (ii) the substantial time and effort, including design, development and marketing activities, required to prepare bids and proposals for contracts that may not be awarded to Verint. Approximately half of Verint's revenues are generated by sales made through strategic and technology partners, distributors, value added resellers and systems integrators. In addition, many of these sales channels also partner with Verint's competitors and may even offer the products of both Verint and its competitors when presenting bids to certain customers. Further, competitors often seek to establish exclusive relationships with these sales channels or, at a minimum, to become a preferred partner for these channels. Verint's ability to achieve revenue growth depends to a significant extent on maintaining and adding to these sales channels. If Verint's relationships with these sales channels deteriorate or terminate, Verint may lose important sales and marketing opportunities. A subsidiary of Verint, Verint Technology Inc. ("Verint Technology"), which markets, sells and supports its communications interception solutions to, among others, various U.S. government agencies, is required by the National Industrial Security Program to maintain facility security clearances and to be insulated from foreign ownership, control or influence. To comply with the National Industrial Security Program requirements, the Company, Verint, Verint Technology and the Department of Defense entered into a proxy agreement, under which Verint, among other requirements, appointed three U.S. citizens holding the requisite security clearances to exercise all prerogatives of ownership of Verint Technology (including, without limitation, oversight of Verint Technology's security arrangements) as holders of proxies to vote Verint Technology stock. The proxy agreement may be terminated and Verint Technology's facility security clearances may be revoked in the event of a breach of the proxy agreement, or if it is determined by the Department of Defense that termination is in the national interest. If Verint Technology's facility security clearance is revoked, Verint may lose all or a substantial portion of its sales to U.S. government agencies and its business, financial condition and results of operations would be harmed. In addition, concerns about the security of Verint or its products may materially and adversely affect Verint Technology's sales to U.S. government agencies. 34 In addition to the clearances of Verint Technology, some of Verint's other subsidiaries maintain clearances in certain other countries in connection with the development, marketing and sale of its communications interception solutions. These clearances are reviewed from time to time by the applicable government agencies in these countries, and following review, these clearances are either maintained or deactivated. These clearances can be deactivated for many reasons, including that the clearing agencies in certain countries may object to the fact that Verint does business in certain other countries or the fact that Verint itself is a foreign corporation subject to foreign influence. If Verint's clearances are deactivated in any particular country, Verint may lose the ability to directly sell its communications interception solutions in that country for projects that require security clearances. Further, in order to continue to do classified business in that country, Verint may have to sell through local systems integrators or distributors with clearances. Additionally, any inability to obtain or maintain clearances in a particular country may affect Verint's ability to sell its communications interception solutions generally. Recently, a federal agency in a particular country deactivated the federal-level security clearances of Verint's subsidiary in that country, in part, because the subsidiary is controlled by a company and personnel not from that country. Any inability to obtain or maintain clearances can materially and adversely affect Verint's financial performance. Whether or not Verint is able to maintain security clearances, law enforcement and intelligence agencies in certain countries may decline to purchase communications interception solutions not developed or manufactured in that country. As a result, because Verint's communications interception solutions are developed and manufactured either in Israel or Germany, there may be certain countries where some or all of the law enforcement and intelligence agencies are unwilling to purchase Verint's communications interception solutions. If Verint is unable to sell its communication interception solutions in certain countries for this reason, its business and results of operations could be materially and adversely affected. Many of Verint's government contracts contain provisions that give the governments party to those contracts rights and remedies not typically found in private commercial contracts, including provisions enabling the governments to: (i) terminate or cancel existing contracts for convenience; (ii) in the case of the U.S. government, suspend Verint from doing business with a foreign government or prevent Verint from selling its products in certain countries; (iii) audit and object to Verint's contract-related costs and expenses, including allocated indirect costs; and (iv) change specific terms and conditions in Verint's contracts, including changes that would reduce the value of its contracts. In addition, many jurisdictions have laws and regulations that deem government contracts in those jurisdictions to include these types of provisions, even if the contracts themselves do not contain them. If a government terminates a contract with Verint for convenience, Verint may not recover its incurred or committed costs, and expenses or profit on work completed prior to the termination. If a government terminates a contract for default, Verint may not recover these amounts, and, in addition, may be liable for any costs incurred by a government in procuring undelivered items and services from another source. Further, an agency within a government may share information regarding Verint's termination with other government agencies. As a result, Verint's on-going or prospective relationships with such other government agencies could be impaired. 35 Verint must comply with domestic and foreign laws and regulations relating to the formation, administration and performance of government contracts. These laws and regulations affect how Verint does business with government agencies in various countries and may impose added costs on its business. For example, in the United States, Verint is subject to the Federal Acquisition Regulations, which comprehensively regulate the formation, administration and performance of federal government contracts, and to the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with contract negotiations. Verint is subject to similar regulations in foreign countries as well. If a government review or investigation uncovers improper or illegal activities, depending on the nature of the activity, Verint may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or debarment from doing business with government agencies, and curtailment of Verint's ability to obtain export licenses, which could materially and adversely affect its business, financial condition and results of operations. In addition, a government may reform its procurement practices or adopt new contracting rules and regulations that could be costly to satisfy or that could impair Verint's ability to obtain new contracts. Verint's products are often used by customers to compile and analyze highly sensitive or confidential information and data, including information or data used in intelligence gathering or law enforcement activities. Verint may come into contact with such information or data when it performs support or maintenance functions for its customers. While Verint has internal policies, procedures and training for employees in connection with performing these functions, even the perception that such potential contact may pose a security risk or that any of Verint's employees has improperly handled sensitive or confidential information and data of a customer could harm its reputation and could inhibit market acceptance of its products. As the communications industry continues to evolve, governments may increasingly regulate products that monitor and record voice, video and data transmissions over public communications networks, such as the solutions that Verint offers. For example, products which Verint sells in the United States to law enforcement agencies and which interface with a variety of wireline, wireless and Internet protocol networks, must comply with the technical standards established by the Federal Communications Commission pursuant to the Communications Assistance for Law Enforcement Act and products that it sells in Europe must comply with the technical standards established by the European Telecommunications Standard Institute. The adoption of new laws or regulations governing the use of Verint's products or changes made to existing laws or regulations could cause a decline in the use of its products and could result in increased expenses for Verint, particularly if Verint is required to modify or redesign its products to accommodate these new or changing laws or regulations. The Company has historically derived a significant portion of its sales and operating profit from contracts for large system installations with major customers. The Company continues to emphasize large capacity systems in its product development and marketing strategies. Contracts for large installations typically involve a lengthy and complex bidding and selection process, and the ability of the Company to obtain particular contracts is inherently difficult to predict. The timing and scope of these opportunities and the pricing and margins associated with any eventual contract award are difficult to forecast, and may vary substantially from transaction to transaction. The Company's future operating results may accordingly exhibit a high degree of volatility and also may be more volatile than the Company has 36 experienced in prior periods. The degree of dependence by the Company on large system orders, and the investment required to enable the Company to perform such orders, without assurance of continuing order flow from the same customers increases the risk associated with its business. Because a significant proportion of the Company's sales of these large system installations occur in the late stages of a quarter, a delay, cancellation or other factor resulting in the postponement or cancellation of such sales may cause the Company to miss its financial projections, which may not be discernible until the end of a financial reporting period. The Company's gross margins also may be adversely affected by increases in material or labor costs, obsolescence charges, price competition and changes in distribution channels or in the mix of products sold. During the period between the evaluation and purchase of a system, customers may defer or scale down proposed orders of the Company's products for, among other reasons: (i) changes in budgets and purchasing priorities; (ii) reduced need to upgrade existing systems; (iii) deferrals in anticipation of enhancements or new products; (iv) introduction of products by the Company's competitors; and (v) lower prices offered by the Company's competitors. Geopolitical, economic and military conditions could directly affect the Company's operations. The outbreak of diseases, such as severe acute respiratory syndrome ("SARS") or avian flu, have curtailed and may in the future curtail travel to and from certain countries. Restrictions on travel to and from these and other regions on account of additional incidents of diseases, such as SARS or avian flu, could have a material adverse effect on the Company's business, results of operations, and financial condition. The continued threat of terrorism around the world and heightened security and military action in response to this threat, or any future acts of terrorism, may cause disruptions to the Company's business. To the extent that such disruptions result in delays or cancellations of customer orders, or the manufacture or shipment of the Company's products, the Company's business, operating results and financial condition could be materially and adversely affected. More recently, the U.S. military involvement in overseas operations including, for example, the war in Iraq and other armed conflicts throughout the world, could have a material adverse effect on the Company's business, results of operations, and financial condition. The Company is a highly automated business and a disruption or failure of its systems in the event of a catastrophic event, such as a major earthquake, tsunami, hurricane or other natural disaster, cyber-attack or terrorist attack could cause delays in completing sales and providing services. A catastrophic event that results in the destruction or disruption of any of the Company's critical business systems could severely affect its ability to conduct normal business operations and, as a result, the financial condition and operating results could be adversely affected. "Hackers" and others have in the past created a number of computer viruses or otherwise initiated "denial of service" attacks on computer networks and systems. The Company's information technology infrastructure is regularly subject to various attacks and intrusion efforts of differing seriousness and sophistication. If such "hackers" are successful, confidential information, including passwords, financial information, or other personal information may be improperly obtained and the Company may be subject to lawsuits and other liability. Even if the Company is not held liable, a security breach could harm the Company's reputation, and even the perception of security risks, whether or not valid, could inhibit market acceptance of the Company's products and could harm the Company's business, financial condition and operating results. While the Company diligently maintains its information technology infrastructure and continuously implements protections against such viruses, electronic break-ins, disruptions or intrusions, if the defensive measures fail or should similar defensive measures by the Company's customers fail, the Company's business could be materially and adversely affected. 37 Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, which in the past and may in the future, lead to security and economic problems for Israel. Current and future conflicts and political, economic and/or military conditions in Israel and the Middle East region can directly affect the Company's operations in Israel. From October 2000, until recently, terrorist violence in Israel increased significantly, primarily in the West Bank and Gaza Strip, and Israel has experienced terrorist incidents within its borders. There can be no assurance that the recent relative calm will continue, nor can the Company anticipate what the impact will be on Israel or the region following the recent Israeli withdrawals from the Gaza Strip and portions of the West Bank. The Company could be materially adversely affected by hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners, or a significant downturn in the economic or financial condition of Israel. In addition, the sale of products manufactured in Israel may be materially adversely affected in certain countries by restrictive laws, policies or practices directed toward Israel or companies having operations in Israel. The continuation or exacerbation of violence in Israel or the outbreak of violent conflicts involving Israel may impede the Company's ability to sell its products or otherwise adversely affect the Company. In addition, many of the Company's Israeli employees in Israel are required to perform annual compulsory military service in Israel and are subject to being called to active duty at any time under emergency circumstances. The absence of these employees may have an adverse effect upon the Company's operations. The Company's costs of operations have at times been affected by changes in the cost of its operations in Israel, resulting from changes in the value of the Israeli shekel relative to the United States dollar. The Company's operations have at times also been affected by difficulties in attracting and retaining qualified scientific, engineering and technical personnel in Israel, where the availability of such personnel has at times been severely limited. Changes in these factors have from time to time been significant and difficult to predict, and could in the future have a material adverse effect on the Company's results of operations. The Company's historical operating results reflect substantial benefits received from programs sponsored by the Israeli government for the support of research and development, as well as tax moratoriums and favorable tax rates associated with investments in approved projects ("Approved Enterprises") in Israel. Some of these programs and tax benefits have ceased and others may not be continued in the future. The availability of such benefits to the Company may be negatively affected by a number of factors, including budgetary constraints resulting from adverse economic conditions, government policies and the Company's ability to satisfy eligibility criteria. The Israeli government has reduced the benefits available under some of these programs in recent years, and Israeli government authorities have indicated that the government may further reduce or eliminate some of these benefits in the future. Certain subsidiaries of the Company have participated in conditional grant programs administered by the Office of the Chief Scientist of the Ministry of Industry and Trade of the State of Israel ("OCS") for the financing of a portion of their research and development expenditures in Israel. Until recently, the terms of the OCS grants limited those subsidiaries' abilities to manufacture products outside of Israel if such products or technologies were 38 developed using these grants. On March 30, 2005, the Israeli parliament approved an amendment to Israeli Law for the Encouragement of Industrial Research and Development, which permits the transfer of such technology outside of Israel under certain conditions. If approval to manufacture the products outside of Israel is sought and received, a significantly increased amount of royalties, which may be up to 300% of the grant amount, plus interest, on an accelerated basis, may be required to be paid to the Government of Israel, depending on the manufacturing volume that is performed outside of Israel. If approval to transfer the technology outside of Israel is sought and received, a redemption price may be required to be paid to the Government of Israel. The redemption price will be determined under regulations that have not yet been promulgated. These restrictions may impair the ability to outsource manufacturing or engage in similar arrangements for those products or technolgies. In addition, failure to comply with any of the conditions imposed by the OCS may result in criminal charges and refunding of any grants previously received, together with interest and penalties. Further, from time to time, the Government of Israel may audit the sales of products incorporating technology partially funded through OCS programs which, while not increasing the aggregate amount of royalties that may be due, may cause certain subsidiaries of the Company to have to pay royalties on additional products, effectively accelerating the pace at which royalties are to be paid. In recent years, the Government of Israel has accelerated the rate of repayment of OCS grants and may further accelerate them in the future. Certain of the Company's subsidiaries currently pay royalties of between 3% and 5% (or 6% under certain circumstances) of associated product revenues (including service and other related revenues) to the Government of Israel based upon the sale of products incorporating technology developed under OCS grants. Such royalty payments are currently required to be made until the government has been reimbursed up to the amounts received by such subsidiaries, which is linked to the U.S. dollar, plus, for amounts received under projects approved by the OCS after January 1, 1999, interest on such amount at a rate equal to the 12-month LIBOR rate in effect on January 1st of the year in which approval is obtained. As of October 31, 2005, such subsidiaries of the Company received approximately $62.5 million in cumulative grants from the OCS and recorded approximately $31.2 million in cumulative royalties to the OCS. The Government of Israel has reduced the benefits available under these programs in recent years and these programs may be discontinued or curtailed in the future. OCS grants also may decrease in future periods due to an expected increase in the portion of research and development activities that will not be reimbursed by the OCS and an expected increase in research and development activities outside of Israel. The continued reduction in these benefits or the termination of eligibility to receive these benefits may adversely affect the Company's operating results. During the year ended January 31, 2003, one of the Company's subsidiaries finalized an arrangement with the OCS whereby the subsidiary agreed to pay a lump sum royalty amount for all past amounts received from the OCS. In addition, this subsidiary began to receive lower amounts from the OCS than it had historically received, but will not have to pay royalty amounts on such grants. Historically, Verint had received more OCS grants in a given fiscal year than it had to pay to the OCS in royalties during that fiscal year. More recently, however, Verint has been paying and continues to expect to pay, more in royalties to the OCS than it receives in OCS grants. As of October 31, 2005, Verint has received approximately $59.7 million in cumulative grants and has recorded approximately $30.6 million of cumulative royalties. Verint continues to evaluate whether to participate in a program offered by the OCS to pay a lump sum royalty amount for past amounts received 39 from the OCS and has started preliminary discussions with the OCS in that regard. Verint believes it could reach agreement with the OCS regarding participating in such program as early as the first calendar quarter of 2006. Assuming Verint elects to participate in this program it may be required to pay as much as the difference between the cumulative grants received and the cumulative royalties paid plus interest and other charges. This would significantly reduce or eliminate Verint's net income for a given fiscal year and might cause Verint to report a loss for the fiscal year in which the program is entered into which would have a material adverse effect on the Company's operating results. The Company's overall effective tax rate benefits from the tax moratorium provided by the Government of Israel for Approved Enterprises undertaken in that country. The Company's effective tax rate may increase in the future due to, among other factors, the increased proportion of its taxable income associated with activities in higher tax jurisdictions, the full utilization of net operating loss carry-forwards and by the relative ages of the Company's eligible investments in Israel. The tax moratorium on income from the Company's Approved Enterprise investments made prior to 1997 is four years, whereas subsequent Approved Enterprise projects are eligible for a moratorium of only two years. Reduced tax rates apply in each case for certain periods thereafter. To be eligible for these tax benefits, the Company must continue to meet conditions, including making specified investments in fixed assets and financing a percentage of investments with share capital. If the Company fails to meet such conditions in the future, the tax benefits would be canceled and the Company could be required to refund the tax benefits already received. Israeli authorities have indicated that additional limitations on the tax benefits associated with Approved Enterprise projects may be imposed for certain categories of taxpayers, which would include the Company. If further changes in the law or government policies regarding those programs were to result in their termination or adverse modification, or if the Company were to become unable to participate in, or take advantage of, those programs, the cost of the Company's operations in Israel would increase and there could be a material adverse effect on the Company's results of operations and financial condition. The ability of the Company's Israeli subsidiaries to pay dividends is governed by Israeli law, which provides that dividends may be paid by an Israeli corporation only out of its earnings as defined in accordance with the Israeli Companies Law of 1999, provided that there is no reasonable concern that such payment will cause such subsidiary to fail to meet its current and expected liabilities as they come due. In the event of a devaluation of the Israeli currency against the dollar, the amount in dollars available for payment of cash dividends out of prior years' earnings will decrease accordingly. Cash dividends paid by an Israeli corporation to United States resident corporate parents are subject to the Convention for the Avoidance of Double Taxation between Israel and the United States. Under the terms of the Convention, such dividends are subject to taxation by both Israel and the United States and, in the case of Israel, such dividends out of income derived in respect of a period for which an Israeli company is entitled to the reduced tax rate applicable to an Approved Enterprise are generally subject to withholding of Israeli income tax at source at a rate of 15%. The Israeli company is also subject to additional Israeli taxes in respect of such dividends, generally equal to the tax benefits previously granted in respect of the underlying income by virtue of the Approved Enterprise status. 40 The Company's success is dependent on recruiting and retaining key management and highly skilled technical, managerial, sales, and marketing personnel. The market for highly skilled personnel remains very competitive. The Company has in the past and may in the future experience difficulty in recruiting or retaining qualified personnel due to, among other reasons, the market demand or constraints on the Company's ability to use equity compensation due to recent changes in accounting rules. The Company's ability to attract and retain employees also may be affected by cost control actions, which in the past and may again in the future, include reductions in the Company's workforce and the associated reorganization of operations. If the costs of attracting and retaining qualified personnel increase significantly, the Company's financial results could be materially and adversely affected. The Company currently derives a significant portion of its total sales from customers outside of the United States. International transactions involve particular risks, including political decisions affecting tariffs and trade conditions, rapid and unforeseen changes in economic conditions in individual countries, turbulence in foreign currency and credit markets, and increased costs resulting from lack of proximity to the customer. The Company is required to obtain export licenses and other authorizations from applicable governmental authorities for certain countries within which it conducts business and to comply with applicable export control laws generally. The failure to receive any required license or authorization would hinder the Company's ability to sell its products and could adversely affect the Company's business, results of operations and financial condition. Export laws and regulations are revised from time to time and can be extremely complex in their application, if the Company is found not to have complied with applicable export control laws, the Company may be penalized by, among other things, having its ability to receive export licenses curtailed or eliminated. The Company's failure to comply with applicable export laws would hinder its ability to sell its products and could materially and adversely affect its business, financial condition and results of operations. In addition, legal uncertainties regarding liability, compliance with local laws and regulations, local taxes, labor laws, employee benefits, currency restrictions, difficulty in accounts receivable collection, longer collection periods and other requirements may have a negative impact on the Company's operating results. Also, the Company's foreign subsidiaries hold a significant amount of cash. The repatriation of such cash to the United States is subject to withholding tax, which would reduce the total amount of cash the Company would receive if such cash is repatriated into the United States. In August 2005, the European Parliament Directive 2002/96/EC (dated 27 January 2003) on Waste Electrical and Electronic Equipment Directive (the "WEEE Directive") became effective in the European Union. The WEEE Directive requires producers of certain electrical and electronic equipment to be financially responsible for the future disposal costs of this equipment sold within the European Union. In July 2006, the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (the "RoHS Directive") will become effective in the European Union. The RoHS Directive restricts the use of certain hazardous substances, including mercury, lead, cadmium, hexavalent chromium, and certain flame retardants, in the construction of component parts of certain electrical and electronic equipment sold within the European Union. The Company is currently assessing the applicability of these Directives, and has begun implementing the WEEE Directive and making preparations and arrangements to comply with the RoHS Directive, in each case, to the extent applicable to the hardware contained in its solutions. As part of this process, the Company will need to ensure that it has a supply of compliant components from its suppliers. Ensuring compliance with these directives and integrating compliance activities with suppliers will result in additional costs to the Company and may result in disruptions to operations. The Company cannot currently estimate the extent of such additional costs or potential disruptions. However, to the extent that any such costs or disruptions are substantial, the Company's financial results could be materially and adversely affected. 41 Volatility in international currency exchange rates may have a significant impact on the Company's operating results. The Company has, and anticipates that it will continue to receive, contracts denominated in foreign currencies, particularly the euro. As a result of the unpredictable timing of purchase orders and the payments under such contracts and other factors, it is often not practicable for the Company to effectively hedge the entire risk of significant changes in currency rates during the contract period. The Company may experience adverse consequences from not hedging its exchange rate risks associated with contracts denominated in foreign currencies. The Company's operating results have been negatively impacted for certain periods and positively impacted for other periods and may continue to be affected to a material extent by the impact of currency fluctuations. Operating results may also be affected by the cost of hedging activities that the Company does undertake. While the Company generally requires employees, independent contractors and consultants to execute non-competition and confidentiality agreements, the Company's intellectual property or proprietary rights could be infringed or misappropriated, which could result in expensive and protracted litigation. The Company relies on a combination of patent, copyright, trade secret and trademark law to protect its technology. Despite the Company's efforts to protect its intellectual property and proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use its products or technology. Effectively policing the unauthorized use of the Company's products is time-consuming and costly, and there can be no assurance that the steps taken by the Company will prevent misappropriation of its technology, particularly in foreign countries where in many instances the local laws or legal systems do not offer the same level of protection as in the United States. If others claim that the Company's products infringe their intellectual property rights, the Company may be forced to seek expensive licenses, reengineer its products, engage in expensive and time-consuming litigation or stop marketing its products. The Company attempts to avoid infringing known proprietary rights of third parties in its product development efforts. The Company does not, however, regularly conduct comprehensive patent searches to determine whether the technology used in its products infringes patents held by third parties. There are many issued patents as well as patent applications in the fields in which the Company is engaged. Because patent applications in the United States are not publicly disclosed until published or issued, applications may have been filed which relate to the Company's software and products. If the Company were to discover that its products violated or potentially violated third-party proprietary rights, it might not be able to continue offering these products without obtaining licenses for those products or without substantial reengineering of the products. Any reengineering effort may not be successful and the Company cannot be certain as to whether such licenses would be available. Even if such licenses were available, the Company cannot be certain that any licenses would be offered to the Company on commercially reasonable terms. While the Company occasionally files patent applications, it cannot be assured that patents will be issued on the basis of such applications or that, if such patents are issued, they will be sufficiently broad to protect its technology. In addition, the Company cannot be assured that any patents issued to it will not be challenged, invalidated or circumvented. 42 Substantial litigation regarding intellectual property rights exists in technology related industries, and the Company expects that its products may be increasingly subject to third-party infringement claims as the number of competitors in its industry segments grows and the functionality of software products in different industry segments overlaps. In addition, the Company has agreed to indemnify certain customers in certain situations should it be determined that its products infringe on the proprietary rights of third parties. Any third-party infringement claims could be time consuming to defend, result in costly litigation, divert management's attention and resources, cause product and service delays or require the Company to enter into royalty or licensing agreements. Any royalty or licensing arrangements, if required, may not be available on terms acceptable to the Company, if at all. A successful claim of infringement against the Company and its failure or inability to license the infringed or similar technology could have a material adverse effect on its business, financial condition and results of operations. The Company holds a large proportion of its net assets in cash equivalents and short-term investments, including a variety of public and private debt and equity instruments, and has made significant venture capital investments, both directly and through private investment funds. Such investments subject the Company to the risks inherent in the capital markets generally, and to the performance of other businesses over which it has no direct control. Given the relatively high proportion of the Company's liquid assets relative to its overall size, the results of its operations are materially affected by the results of the Company's capital management and investment activities and the risks associated with those activities. Declines in the public equity markets have caused, and may be expected to continue to cause, the Company to experience realized and unrealized investment losses. The severe decline in the public trading prices of equity securities in the past, particularly in the technology and telecommunications sectors, and corresponding decline in values of privately-held companies and venture capital funds in which the Company has invested, have, and may continue to have, an adverse impact on the Company's financial results. In addition, although interest rates have risen recently, low interest rates have in the past and may in the future have an adverse impact on the Company's results of operations. The Company issues stock options as a key component of its overall compensation. There is growing pressure on public companies from shareholders generally and various organizations to reduce the rate at which companies, including the Company, issue stock options to employees, which may make it more difficult to obtain stockholder approval of equity compensation plans when required. In addition, FASB has adopted changes to generally accepted accounting principles (GAAP) that will require the Company to adopt a different method of determining the compensation expense for its employee stock options and employee stock purchase plans beginning in the first quarter of fiscal 2006. As a result, CTI and one of its subsidiaries have terminated their employee stock purchase plans. In addition, the Company believes expensing stock options will increase shareholder pressure to limit future option grants and could make it more difficult for the Company to grant stock options to employees in the future. As a result, the Company may lose top employees to non-public, start-up companies or may generally find it more difficult to attract, retain and motivate employees, either of which could materially and adversely affect the Company's business, results of operations and financial condition. 43 The Company's operating results have fluctuated in the past and may do so in the future. The trading price of the Company's shares has been affected by the factors disclosed herein as well as prevailing economic and financial trends and conditions in the public securities markets. Share prices of companies in technology-related industries, such as the Company, tend to exhibit a high degree of volatility, which at times is unrelated to the operating performance of a company. The announcement of financial results that fall short of the results anticipated by the public markets could have an immediate and significant negative effect on the trading price of the Company's shares in any given period. Such shortfalls may result from events that are beyond the Company's immediate control, can be unpredictable and, since a significant proportion of the Company's sales during each fiscal quarter tend to occur in the latter stages of the quarter, may not be discernible until the end of a financial reporting period. These factors may contribute to the volatility of the trading value of its shares regardless of the Company's long-term prospects. The trading price of the Company's shares may also be affected by developments, including reported financial results and fluctuations in trading prices of the shares of other publicly-held companies in the telecommunications equipment industry in general, and the Company's business segments in particular, which may not have any direct relationship with the Company's business or prospects. The Company has not declared or paid any cash dividends on its common stock and currently does not expect to pay cash dividends in the near future. Consequently, any economic return to a shareholder may be derived, if at all, from appreciation in the price of the Company's common stock, and not as a result of dividend payments. The Company may issue additional equity securities, which would lead to dilution of its issued and outstanding common stock. The Company has used and may continue to use its common stock or securities convertible into common stock to acquire technology, products, product rights and businesses, or reduce or retire existing indebtedness, among other purposes. The issuance of additional equity securities or securities convertible into equity securities for these or other purposes would result in dilution of existing shareholders' equity interests in the Company. In addition, the Company's board of directors has the authority to cause the Company to issue, without vote or action of the Company's shareholders, up to 2,500,000 shares of preferred stock in one or more series, and has the ability to fix the rights, preferences, privileges and restrictions of any such series. Any such series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of its common stock. The Company's board of directors has no present intention of issuing any such preferred series, but reserves the right to do so in the future. The Company is also authorized to issue, without shareholder approval, common stock under certain circumstances. The issuance of either preferred or common stock could have the effect of making it more difficult for a person to acquire, or could discourage a person from seeking to acquire, control of the Company. If this occurs, investors could lose the opportunity to receive a premium on the sale of their shares in a change of control transaction. 44 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates and equity trading prices, which could impact its results of operations and financial condition. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company operates internationally and is therefore exposed to potentially adverse movements in foreign currency exchange rates. The primary currencies that the Company is exposed to are the Euro and the Israeli Shekel. The Company may, from time to time, use foreign currency exchange contracts and other derivative instruments to reduce its exposure to the risk that the eventual net cash inflows and outflows resulting from the sale of its products in foreign currency, primarily the Euro, will be adversely affected by changes in exchange rates. The objective of these contracts is to neutralize the impact of foreign currency exchange rate movements on the Company's operating results. As of October 31, 2005, the Company had approximately $72.9 million of notional amount of foreign exchange future contracts to sell Euros with a fair value of approximately $1.6 million with an original maturity of up to six months. Neither a 10% increase nor decrease from current exchange rates would have a material effect on the Company's consolidated financial statements. Various financial instruments held by the Company are sensitive to changes in interest rates. Interest rate changes would result in gains or losses in the market value of the Company's investments in debt securities due to differences between the market interest rates and rates at the date of purchase of these financial instruments. Neither a 10% increase nor decrease from current interest rates would have a material effect on the Company's consolidated financial statements. Equity investments held by the Company are subject to equity price risks. Neither a 10% increase nor decrease in equity prices would have a material effect on the Company's consolidated financial statements. ITEM 4. CONTROLS AND PROCEDURES. (a) The Company's management evaluated, with the participation of the Company's principal executive and principal financial officers, the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of October 31, 2005. Based on their evaluation, the Company's principal executive and principal financial officers concluded that the Company's disclosure controls and procedures were effective as of October 31, 2005. (b) There has been no change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company's fiscal quarter ended October 31, 2005, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 45 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. From time to time, the Company is subject to claims in legal proceedings arising in the normal course of its business. The Company does not believe that it is currently party to any pending legal action that could reasonably be expected to have a material adverse effect on its business, financial condition and results of operations. ITEM 6. EXHIBITS. Exhibit Index. - -------------- 10.1 Securities Purchase Agreement, dated as of October 6, 2005, by and among Comverse, Inc., CSG Software, Inc., CSG Americas Holdings, Inc., CSG Netherlands BV, CSG Technology Limited, CSG Systems International, Inc. and CSG Netherlands CV acting through its general partner CSG International Holdings LLC. (Incorporated by reference to the Registrant's Current Report on Form 8-K under the Securities Exchange Act of 1934 filed on October 12, 2005.) 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 46 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 thereunto duly authorized. COMVERSE TECHNOLOGY, INC. Dated: December 12, 2005 /s/ Kobi Alexander ------------------------------- Kobi Alexander Chairman of the Board and Chief Executive Officer Dated: December 12, 2005 /s/ David Kreinberg ------------------------------- David Kreinberg Executive Vice President and Chief Financial Officer 47 EX-31 2 jd12-9ex31_1.txt 31.1 EXHIBIT 31.1 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kobi Alexander, Chairman of the Board and Chief Executive Officer of Comverse Technology, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Comverse Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have; a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions); a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 12, 2005 /s/ Kobi Alexander ---------------------------- Kobi Alexander Chairman and CEO Principal Executive Officer EX-31 3 jd12-9ex31_2.txt 31.2 EXHIBIT 31.2 CERTIFICATION BY THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David Kreinberg, Executive Vice President and Chief Financial Officer of Comverse Technology, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Comverse Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have; a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions); a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 12, 2005 /s/ David Kreinberg ----------------------------------- David Kreinberg Executive Vice President and CFO Principal Financial Officer EX-32 4 jd12-9ex32_1.txt EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Comverse Technology, Inc. (the "Company") on Form 10-Q for the period ended October 31, 2005 (the "Report"), I, Kobi Alexander, Chairman of the Board and Chief Executive Officer of the Company and I, David Kreinberg, Executive Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Kobi Alexander -------------------------------------- Kobi Alexander Chairman and CEO Principal Executive Officer December 12, 2005 /s/ David Kreinberg -------------------------------------- David Kreinberg Executive Vice President and CFO Principal Financial Officer December 12, 2005 This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference. -----END PRIVACY-ENHANCED MESSAGE-----