UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2013
Verint Systems Inc.
(Exact name of registrant as specified in its charter)
001-34807
(Commission File Number)
Delaware | 11-3200514 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |
330 South Service Road, Melville, New York | 11747 | |
(Address of principal executive offices) | (Zip code) | |
(631) 962-9600
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this "Form 8-K/A") is an amendment to the Current Report on Form 8-K of Verint Systems Inc., dated March 27, 2013 (the "Form 8-K"). The sole purpose of this Form 8-K/A is to correct an inadvertent clerical error in the press release attached as Exhibit 99.1 to the Form 8-K in which results for the year ended January 31, 2013 were incorrectly labeled as being for the nine months ended January 31, 2013 in two locations. Apart from this correction, no changes have been made to the information set forth in the Form 8-K or the press release attached as Exhibit 99.1 thereto.
Item 2.02 Results of Operations and Financial Condition.
On March 27, 2013, Verint Systems Inc. issued a press release providing selected financial information for the fourth quarter and full year ended January 31, 2013 and outlook for the year ending January 31, 2014. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into Items 2.02 and 7.01 in its entirety.
Item 7.01 Regulation FD Disclosure.
The information referred to in “Item 2.02 Results of Operations and Financial Condition” above is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | |||
Number | Description | ||
99.1 | Press Release of Verint Systems Inc., dated March 27, 2013. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Verint Systems Inc. | ||||
Date: | March 28, 2013 | |||
By: | /s/ Douglas E. Robinson | |||
Name: | Douglas E. Robinson | |||
Title: | Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99.1 | Press Release of Verint Systems Inc., dated March 27, 2013 | |
Press Release
Contacts:
Investor Relations
Alan Roden
Verint Systems Inc.
(631) 962-9304
alan.roden@verint.com
Verint Announces Fourth Quarter and Full Year Results
Conference Call to Discuss Selected Financial Information and Outlook to be Held Today at 4:30 p.m. ET
MELVILLE, N.Y., March 27, 2013 - Verint® Systems Inc. (NASDAQ: VRNT), a global leader in Actionable Intelligence® solutions and value-added services, today announced results for the quarter and full year ended January 31, 2013.
“We are pleased with our strong fourth quarter results, which drove $848 million of non-GAAP revenue and $2.64 of non-GAAP fully diluted EPS for the year. We believe we are well positioned for long-term growth in both the enterprise and security intelligence markets due to our broad product portfolio and strong competitive position,” said Dan Bodner, CEO and President.
Financial Highlights
Below is selected unaudited financial information for the three months and year ended January 31, 2013 prepared in accordance with generally accepted accounting principles (“GAAP”) and not in accordance with GAAP (“non-GAAP”).
Three Months Ended January 31, 2013 - GAAP | Three Months Ended January 31, 2013 - Non-GAAP | |||
Revenue: $229.0 million | Revenue: $230.1 million | |||
Operating Income: $35.5 million | Operating Income: $61.0 million | |||
Diluted EPS: $0.50 | Diluted EPS: $0.91 | |||
Year Ended January 31, 2013 - GAAP | Year Ended January 31, 2013 - Non-GAAP | |||
Revenue: $839.5 million | Revenue: $848.1 million | |||
Operating Income: $99.6 million | Operating Income: $189.2 million | |||
Diluted EPS: $0.96 | Diluted EPS: $2.64 | |||
Financial Outlook
Below is Verint's non-GAAP outlook for the year ending January 31, 2014.
• | We expect revenue to increase between 6% and 7% compared to the year ended January 31, 2013 |
• | We expect fully diluted earnings per share in the range of $2.75 plus or minus 5 cents |
• | While this is our annual outlook, there are seasonal trends in the enterprise software industry, and therefore we expect Q1 to be down sequentially from Q4 levels both in terms of revenue and profitability |
Conference Call Information
We will conduct a conference call today at 4:30 p.m. ET to discuss our results for the fourth quarter and full year ended January 31, 2013 and outlook for the year ending January 31, 2014. An online, real-time webcast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 1-877-703-6108 (United States and Canada) and 1-857-244-7307 (international) and the passcode is 67649927. Please dial in 5-10 minutes prior to the scheduled start time.
About Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see Tables 2 and 3 as well as "Supplemental Information About Non-GAAP Financial Measures" at the end of this press release. Because we do not predict special items that might occur in the future, and our outlook is developed at a level of detail different than that used to prepare GAAP financial measures, we are not providing a reconciliation to GAAP of our forward-looking financial measures for the year ending January 31, 2014.
About Verint Systems Inc.
Verint® (NASDAQ: VRNT) is a global leader in Actionable Intelligence® solutions. Our portfolio of Enterprise Intelligence Solutions™ and Security Intelligence Solutions™ helps organizations Make Big Data Actionable™ through the ability to capture, analyze and act on large volumes of rich, complex and often underused information sources-such as voice, video and unstructured text. With Verint solutions and value-added services, organizations of all sizes can make more timely and effective decisions. Today, more than 10,000 organizations in 150 countries, including over 80 percent of the Fortune 100, count on Verint solutions to improve enterprise performance and make the world a safer place. Headquartered in NY, Verint has offices worldwide and an extensive global partner network. Learn more at www.verint.com.
Cautions About Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management's expectations that involve a number of risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause actual future results or conditions to differ materially from current expectations include: uncertainties regarding the impact of general economic conditions in the United States and abroad, particularly in information technology spending and government budgets, on our business; risks associated with our ability to keep pace with technological changes and evolving industry standards in our product offerings and to successfully develop, launch, and drive demand for new and enhanced, innovative, high-quality products that meet or exceed customer needs; risks due to aggressive competition in all of our markets, including with respect to maintaining margins and sufficient levels of investment in our business; risks created by the continued consolidation of our competitors or the introduction of large competitors in our markets with greater resources than we have; risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with capital constraints, costs and expenses, maintaining profitability levels, management distraction, post-acquisition integration activities, and potential asset impairments; risks that we may be unable to maintain and enhance relationships with key resellers, partners, and systems integrators; risks relating to our ability to effectively and efficiently execute on our growth strategy, including managing investments in our business and operations and enhancing and securing our internal and external operations; risks associated with our ability to effectively and efficiently allocate limited financial and human resources to business, development, strategic, or other opportunities that may not come to fruition or produce satisfactory returns; risks associated with the mishandling or perceived mishandling of sensitive or confidential information, security lapses, or with information technology system failures or disruptions; risks associated with our significant international operations, including, among others, in Israel, Europe, and Asia, exposure to regions subject to political or economic instability, and fluctuations in foreign exchange rates; risks associated with a significant amount of our business coming from domestic and foreign government customers, including the ability to maintain security clearances for certain projects; risks associated with complex and changing local and foreign regulatory environments in the jurisdictions in which we operate; risks associated with our ability to recruit and retain qualified personnel in regions in which we operate; challenges associated with selling sophisticated solutions, long sales cycles, and emphasis on larger transactions, including in assisting customers in realizing the value they expect and in accurately forecasting revenue and expenses and in maintaining profitability; risks that our intellectual property rights may not be adequate to protect our business or
assets or that others may make claims on our intellectual property or claim infringement on their intellectual property rights; risks that our products may contain undetected defects, which could expose us to substantial liability; risks associated with our dependence on a limited number of suppliers or original equipment manufacturers for certain components of our products, including companies that may compete with us or work with our competitors; risks that our customers or partners delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise; risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all; risks associated with significant leverage resulting from our current debt position, including with respect to covenant limitations and compliance, fluctuations in interest rates, and our ability to maintain our credit ratings; risks arising as a result of contingent, unknown or unexpected obligations or liabilities of our former parent company, Comverse Technology, Inc. (“CTI”), assumed upon completion of the previously announced merger with CTI that was completed on February 4, 2013 (the “CTI Merger”), including regulatory or compliance liabilities, or as a result of parties obligated to provide us with indemnification being unwilling or unable to perform such obligations; risks associated with being a former consolidated subsidiary of CTI and formerly part of CTI's consolidated tax group; risks relating to our reliance on CTI's former subsidiary, Comverse, Inc., to timely perform certain transition services following the CTI Merger in order for us to comply with certain regulatory requirements and the failure of Comverse, Inc. to perform such transition services in a timely manner or at all; risks relating to our ability to successfully implement and maintain adequate systems and internal controls for our current and future operations and reporting needs and related risks of financial statement omissions, misstatements, restatements, or filing delays; and risks associated with changing tax rates, tax laws and regulations, and the continuing availability of expected tax benefits, including those expected as a result of the CTI Merger. We assume no obligation to revise or update any forward-looking statement, except as otherwise required by law. For a detailed discussion of these risk factors, see our Annual Report on Form 10-K for the fiscal year ended January 31, 2012, our Quarterly Report on Form 10-Q for the quarter ended October 31, 2012, our Annual Report on Form 10-K for the fiscal year ended January 31, 2013, when filed, and other filings we make with the SEC.
VERINT, ACTIONABLE INTELLIGENCE, MAKE BIG DATA ACTIONABLE, CUSTOMER-INSPIRED EXCELLENCE, INTELLIGENCE IN ACTION, IMPACT 360, WITNESS, VERINT VERIFIED, VOVICI, GMT, AUDIOLOG, ENTERPRISE INTELLIGENCE SOLUTIONS, SECURITY INTELLIGENCE SOLUTIONS, VOICE OF THE CUSTOMER ANALYTICS, NEXTIVA, EDGEVR, RELIANT, VANTAGE, STAR-GATE, ENGAGE, CYBERVISION, FOCALINFO, SUNTECH, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries. Other trademarks mentioned are the property of their respective owners.
Table 1
VERINT SYSTEMS INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Three Months Ended January 31, | Year Ended January 31, | |||||||||||||||
(in thousands, except per share data) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue: | ||||||||||||||||
Product | $ | 108,394 | $ | 105,527 | $ | 389,787 | $ | 390,392 | ||||||||
Service and support | 120,567 | 106,466 | 449,755 | 392,256 | ||||||||||||
Total revenue | 228,961 | 211,993 | 839,542 | 782,648 | ||||||||||||
Cost of revenue: | ||||||||||||||||
Product | 29,054 | 36,682 | 121,748 | 126,050 | ||||||||||||
Service and support | 39,672 | 33,442 | 145,444 | 129,911 | ||||||||||||
Amortization of acquired technology and backlog | 3,688 | 3,640 | 14,812 | 12,400 | ||||||||||||
Total cost of revenue | 72,414 | 73,764 | 282,004 | 268,361 | ||||||||||||
Gross profit | 156,547 | 138,229 | 557,538 | 514,287 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development, net | 29,576 | 29,361 | 115,906 | 111,001 | ||||||||||||
Selling, general and administrative | 85,335 | 74,918 | 317,637 | 293,906 | ||||||||||||
Amortization of other acquired intangible assets | 6,100 | 5,998 | 24,442 | 22,902 | ||||||||||||
Total operating expenses | 121,011 | 110,277 | 457,985 | 427,809 | ||||||||||||
Operating income | 35,536 | 27,952 | 99,553 | 86,478 | ||||||||||||
Other income (expense), net: | ||||||||||||||||
Interest income | 152 | 214 | 531 | 661 | ||||||||||||
Interest expense | (7,751 | ) | (7,802 | ) | (31,034 | ) | (32,358 | ) | ||||||||
Loss on extinguishment of debt | — | — | — | (8,136 | ) | |||||||||||
Other expense, net | (1,097 | ) | (925 | ) | (1,286 | ) | (488 | ) | ||||||||
Total other expense, net | (8,696 | ) | (8,513 | ) | (31,789 | ) | (40,321 | ) | ||||||||
Income before provision for income taxes | 26,840 | 19,439 | 67,764 | 46,157 | ||||||||||||
Provision for (benefit from) income taxes | (454 | ) | 1,564 | 8,960 | 5,532 | |||||||||||
Net income | 27,294 | 17,875 | 58,804 | 40,625 | ||||||||||||
Net income attributable to noncontrolling interest | 1,405 | 696 | 4,802 | 3,632 | ||||||||||||
Net income attributable to Verint Systems Inc. | 25,889 | 17,179 | 54,002 | 36,993 | ||||||||||||
Dividends on preferred stock | (3,951 | ) | (3,787 | ) | (15,472 | ) | (14,790 | ) | ||||||||
Net income attributable to Verint Systems Inc. common shares | $ | 21,938 | $ | 13,392 | $ | 38,530 | $ | 22,203 | ||||||||
Net income per common share attributable to Verint Systems Inc.: | ||||||||||||||||
Basic | $ | 0.55 | $ | 0.34 | $ | 0.97 | $ | 0.58 | ||||||||
Diluted | $ | 0.50 | $ | 0.34 | $ | 0.96 | $ | 0.56 | ||||||||
Weighted-average common shares outstanding: | ||||||||||||||||
Basic | 40,114 | 38,891 | 39,748 | 38,419 | ||||||||||||
Diluted | 51,797 | 39,674 | 40,312 | 39,499 | ||||||||||||
Table 2
VERINT SYSTEMS INC. AND SUBSIDIARIES
Segment Revenue
(Unaudited)
Three Months Ended January 31, | Year Ended January 31, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
GAAP Revenue By Segment: | ||||||||||||||||
Enterprise Intelligence | $ | 142,474 | $ | 120,783 | $ | 490,478 | $ | 438,018 | ||||||||
Video Intelligence | 27,381 | 35,800 | 119,457 | 138,016 | ||||||||||||
Communications Intelligence | 59,106 | 55,410 | 229,607 | 206,614 | ||||||||||||
Total Video and Communications Intelligence | 86,487 | 91,210 | 349,064 | 344,630 | ||||||||||||
GAAP Total Revenue | $ | 228,961 | $ | 211,993 | $ | 839,542 | $ | 782,648 | ||||||||
Revenue Adjustments Related to Acquisitions: | ||||||||||||||||
Enterprise Intelligence | $ | 834 | $ | 3,858 | $ | 4,489 | $ | 6,682 | ||||||||
Video Intelligence | 93 | 780 | 1,933 | 2,594 | ||||||||||||
Communications Intelligence | 232 | 2,788 | 2,112 | 4,323 | ||||||||||||
Total Video and Communications Intelligence | 325 | 3,568 | 4,045 | 6,917 | ||||||||||||
Total Revenue Adjustments Related to Acquisitions | $ | 1,159 | $ | 7,426 | $ | 8,534 | $ | 13,599 | ||||||||
Non-GAAP Revenue By Segment: | ||||||||||||||||
Enterprise Intelligence | $ | 143,308 | $ | 124,641 | $ | 494,967 | $ | 444,700 | ||||||||
Video Intelligence | 27,474 | 36,580 | 121,390 | 140,610 | ||||||||||||
Communications Intelligence | 59,338 | 58,198 | 231,719 | 210,937 | ||||||||||||
Total Video and Communications Intelligence | 86,812 | 94,778 | 353,109 | 351,547 | ||||||||||||
Non-GAAP Total Revenue | $ | 230,120 | $ | 219,419 | $ | 848,076 | $ | 796,247 | ||||||||
Table 3
VERINT SYSTEMS INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Results
(Unaudited)
Three Months Ended January 31, | Year Ended January 31, | |||||||||||||||
(in thousands, except per share data) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Table of Reconciliation from GAAP Gross Profit to Non-GAAP Gross Profit | ||||||||||||||||
GAAP gross profit | $ | 156,547 | $ | 138,229 | $ | 557,538 | $ | 514,287 | ||||||||
Revenue adjustments related to acquisitions | 1,159 | 7,426 | 8,534 | 13,599 | ||||||||||||
Amortization of acquired technology and backlog | 3,688 | 3,640 | 14,812 | 12,400 | ||||||||||||
Stock-based compensation expenses | 743 | 946 | 2,857 | 3,307 | ||||||||||||
M&A and other adjustments | 123 | 8 | 535 | 404 | ||||||||||||
Non-GAAP gross profit | $ | 162,260 | $ | 150,249 | $ | 584,276 | $ | 543,997 | ||||||||
Table of Reconciliation from GAAP Operating Income to Non-GAAP Operating Income and Non-GAAP EBITDA | ||||||||||||||||
GAAP operating income | $ | 35,536 | $ | 27,952 | $ | 99,553 | $ | 86,478 | ||||||||
Revenue adjustments related to acquisitions | 1,159 | 7,426 | 8,534 | 13,599 | ||||||||||||
Amortization of acquired technology and backlog | 3,688 | 3,640 | 14,812 | 12,400 | ||||||||||||
Amortization of other acquired intangible assets | 6,100 | 5,998 | 24,442 | 22,902 | ||||||||||||
Stock-based compensation expenses | 6,890 | 7,070 | 25,208 | 27,911 | ||||||||||||
M&A and other adjustments | 7,597 | 534 | 16,623 | 13,263 | ||||||||||||
Non-GAAP operating income | 60,970 | 52,620 | 189,172 | 176,553 | ||||||||||||
GAAP depreciation and amortization (1) | 13,936 | 13,404 | 54,936 | 50,987 | ||||||||||||
Amortization of acquired technology and backlog | (3,688 | ) | (3,640 | ) | (14,812 | ) | (12,400 | ) | ||||||||
Amortization of other acquired intangible assets | (6,100 | ) | (5,998 | ) | (24,442 | ) | (22,902 | ) | ||||||||
M&A and other adjustments | — | — | (84 | ) | (244 | ) | ||||||||||
Non-GAAP depreciation and amortization | 4,148 | 3,766 | 15,598 | 15,441 | ||||||||||||
Non-GAAP EBITDA | $ | 65,118 | $ | 56,386 | $ | 204,770 | $ | 191,994 | ||||||||
Table of Reconciliation from GAAP Other Expense, Net to Non-GAAP Other Expense, Net | ||||||||||||||||
GAAP other expense, net | $ | (8,696 | ) | $ | (8,513 | ) | $ | (31,789 | ) | $ | (40,321 | ) | ||||
Loss on extinguishment of debt | — | — | — | 8,136 | ||||||||||||
Unrealized (gains) losses on derivatives, net | 276 | (459 | ) | 133 | (417 | ) | ||||||||||
M&A and other adjustments | 222 | 4 | 1,139 | 93 | ||||||||||||
Non-GAAP other expense, net | $ | (8,198 | ) | $ | (8,968 | ) | $ | (30,517 | ) | $ | (32,509 | ) | ||||
Table of Reconciliation from GAAP Provision for (Benefit from) Income Taxes to Non-GAAP Provision for Income Taxes | ||||||||||||||||
GAAP provision for (benefit from) income taxes | $ | (454 | ) | $ | 1,564 | $ | 8,960 | $ | 5,532 | |||||||
Non-cash tax adjustments | 4,814 | 3,520 | 9,201 | 11,097 | ||||||||||||
Non-GAAP provision for income taxes | $ | 4,360 | $ | 5,084 | $ | 18,161 | $ | 16,629 | ||||||||
Table of Reconciliation from GAAP Net Income Attributable to Verint Systems Inc. to Non-GAAP Net Income Attributable to Verint Systems Inc. | ||||||||||||||||
GAAP net income attributable to Verint Systems Inc. | $ | 25,889 | $ | 17,179 | $ | 54,002 | $ | 36,993 | ||||||||
Revenue adjustments related to acquisitions | 1,159 | 7,426 | 8,534 | 13,599 | ||||||||||||
Amortization of acquired technology and backlog | 3,688 | 3,640 | 14,812 | 12,400 | ||||||||||||
Amortization of other acquired intangible assets | 6,100 | 5,998 | 24,442 | 22,902 | ||||||||||||
Stock-based compensation expenses | 6,890 | 7,070 | 25,208 | 27,911 | ||||||||||||
M&A and other adjustments | 7,819 | 538 | 17,762 | 13,356 | ||||||||||||
Loss on extinguishment of debt | — | — | — | 8,136 | ||||||||||||
Unrealized (gains) losses on derivatives, net | 276 | (459 | ) | 133 | (417 | ) | ||||||||||
Non-cash tax adjustments | (4,814 | ) | (3,520 | ) | (9,201 | ) | (11,097 | ) | ||||||||
Total GAAP net income adjustments | 21,118 | 20,693 | 81,690 | 86,790 | ||||||||||||
Non-GAAP net income attributable to Verint Systems Inc. | $ | 47,007 | $ | 37,872 | $ | 135,692 | $ | 123,783 | ||||||||
Table of Reconciliation from GAAP Net Income Attributable to Verint Systems Inc. Common Shares to Non-GAAP Net Income Attributable to Verint Systems Inc. Common Shares | ||||||||||||||||
GAAP net income attributable to Verint Systems Inc. common shares | $ | 21,938 | $ | 13,392 | $ | 38,530 | $ | 22,203 | ||||||||
Total GAAP net income adjustments | 21,118 | 20,693 | 81,690 | 86,790 | ||||||||||||
Non-GAAP net income attributable to Verint Systems Inc. common shares | $ | 43,056 | $ | 34,085 | $ | 120,220 | $ | 108,993 | ||||||||
Table Comparing GAAP Diluted Net Income Per Common Share Attributable to Verint Systems Inc. to Non-GAAP Diluted Net Income Per Common Share Attributable to Verint Systems Inc. | ||||||||||||||||
GAAP diluted net income per common share attributable to Verint Systems Inc. | $ | 0.50 | $ | 0.34 | $ | 0.96 | $ | 0.56 | ||||||||
Non-GAAP diluted net income per common share attributable to Verint Systems Inc. | $ | 0.91 | $ | 0.75 | $ | 2.64 | $ | 2.47 | ||||||||
Shares used in computing GAAP diluted net income per common share | 51,797 | 39,674 | 40,312 | 39,499 | ||||||||||||
Shares used in computing non-GAAP diluted net income per common share | 51,797 | 50,453 | 51,355 | 50,123 | ||||||||||||
(1) Adjusted for patent and financing fee amortization. | ||||||||||||||||
Table 4
VERINT SYSTEMS INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
January 31, | ||||||||
(in thousands, except share and per share data) | 2013 | 2012 | ||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 209,973 | $ | 150,662 | ||||
Restricted cash and bank time deposits | 11,128 | 12,863 | ||||||
Short-term investments | 13,593 | — | ||||||
Accounts receivable, net of allowance for doubtful accounts of $1.8 million and $2.9 million, respectively | 168,415 | 154,753 | ||||||
Inventories | 15,014 | 14,414 | ||||||
Deferred cost of revenue | 6,253 | 11,951 | ||||||
Deferred income taxes | 10,447 | 13,060 | ||||||
Prepaid expenses and other current assets | 66,830 | 42,987 | ||||||
Total current assets | 501,653 | 400,690 | ||||||
Property and equipment, net | 38,161 | 28,289 | ||||||
Goodwill | 829,909 | 828,758 | ||||||
Intangible assets, net | 144,261 | 184,230 | ||||||
Capitalized software development costs, net | 6,343 | 5,846 | ||||||
Long-term deferred cost of revenue | 7,742 | 13,285 | ||||||
Long-term deferred income taxes | 10,342 | 9,536 | ||||||
Other assets | 25,858 | 28,961 | ||||||
Total assets | $ | 1,564,269 | $ | 1,499,595 | ||||
Liabilities, Preferred Stock, and Stockholders' Equity | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 47,355 | $ | 49,441 | ||||
Accrued expenses and other current liabilities | 176,972 | 167,891 | ||||||
Current maturities of long-term debt | 5,867 | 6,228 | ||||||
Deferred revenue | 163,252 | 156,772 | ||||||
Deferred income taxes | 764 | 1,056 | ||||||
Liabilities to affiliates | — | 1,760 | ||||||
Total current liabilities | 394,210 | 383,148 | ||||||
Long-term debt | 570,822 | 591,151 | ||||||
Long-term deferred revenue | 13,562 | 25,987 | ||||||
Long-term deferred income taxes | 10,261 | 10,284 | ||||||
Other liabilities | 60,196 | 59,188 | ||||||
Total liabilities | 1,049,051 | 1,069,758 | ||||||
Preferred Stock - $0.001 par value; authorized 2,500,000 shares. Series A convertible preferred stock; 293,000 shares issued and outstanding; aggregate liquidation preference and redemption value of $365,914 at January 31, 2013. | 285,542 | 285,542 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' Equity: | ||||||||
Common stock - $0.001 par value; authorized 120,000,000 shares. Issued 40,460,000 and 39,265,000 shares; outstanding 40,158,000 and 38,982,000 shares as of January 31, 2013 and January 31, 2012, respectively. | 40 | 40 | ||||||
Additional paid-in capital | 580,762 | 554,351 | ||||||
Treasury stock, at cost - 302,000 and 283,000 shares as of January 31, 2013 and January 31, 2012, respectively. | (8,013 | ) | (7,466 | ) | ||||
Accumulated deficit | (303,762 | ) | (357,764 | ) | ||||
Accumulated other comprehensive loss | (44,225 | ) | (47,736 | ) | ||||
Total Verint Systems Inc. stockholders' equity | 224,802 | 141,425 | ||||||
Noncontrolling interest | 4,874 | 2,870 | ||||||
Total stockholders' equity | 229,676 | 144,295 | ||||||
Total liabilities, preferred stock, and stockholders' equity | $ | 1,564,269 | $ | 1,499,595 | ||||
Table 5
VERINT SYSTEMS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Years Ended January 31, | ||||||||
(in thousands) | 2013 | 2012 | ||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 58,804 | $ | 40,625 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 57,097 | 53,040 | ||||||
Provision for doubtful accounts | 734 | 1,055 | ||||||
Stock-based compensation - equity portion | 21,004 | 21,781 | ||||||
Provision for (benefit from) deferred income taxes | 328 | (11,101 | ) | |||||
Excess tax benefits from stock award plans | (139 | ) | (847 | ) | ||||
Non-cash losses on derivative financial instruments, net | 399 | 896 | ||||||
Loss on extinguishment of debt | — | 8,136 | ||||||
Other non-cash items, net | (5,297 | ) | (802 | ) | ||||
Changes in operating assets and liabilities, net of effects of business combinations: | ||||||||
Accounts receivable | (13,809 | ) | (2,942 | ) | ||||
Inventories | (1,957 | ) | 1,080 | |||||
Deferred cost of revenue | 11,421 | 3,199 | ||||||
Prepaid expenses and other assets | (17,577 | ) | 6,339 | |||||
Accounts payable and accrued expenses | (598 | ) | (7,192 | ) | ||||
Deferred revenue | (6,104 | ) | (3,424 | ) | ||||
Other liabilities | 19,078 | (3,326 | ) | |||||
Other, net | 1 | (19 | ) | |||||
Net cash provided by operating activities | 123,385 | 106,498 | ||||||
Cash flows from investing activities: | ||||||||
Cash paid for business combinations, including adjustments, net of cash acquired | (660 | ) | (109,780 | ) | ||||
Purchases of property and equipment | (16,045 | ) | (13,080 | ) | ||||
Purchases of investments | (13,593 | ) | — | |||||
Sales and maturities of investments | — | 245 | ||||||
Settlements of derivative financial instruments not designated as hedges | (270 | ) | (1,313 | ) | ||||
Cash paid for capitalized software development costs | (3,916 | ) | (3,399 | ) | ||||
Change in restricted cash and bank time deposits, including long-term portion | (1,212 | ) | 479 | |||||
Net cash used in investing activities | (35,696 | ) | (126,848 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from borrowings, net of original issuance discount | 384 | 597,136 | ||||||
Repayments of borrowings and other financing obligations | (22,035 | ) | (587,549 | ) | ||||
Payments of debt issuance and other debt-related costs | (217 | ) | (15,276 | ) | ||||
Proceeds from exercises of stock options | 2,605 | 12,474 | ||||||
Dividends paid to noncontrolling interest | (3,070 | ) | (1,930 | ) | ||||
Purchases of treasury stock | (615 | ) | (1,655 | ) | ||||
Excess tax benefits from stock award plans | 139 | 847 | ||||||
Payments of contingent consideration for business combinations (financing portion) | (6,497 | ) | (2,004 | ) | ||||
Other financing activities | — | 35 | ||||||
Net cash (used in) provided by financing activities | (29,306 | ) | 2,078 | |||||
Effect of exchange rate changes on cash and cash equivalents | 928 | (972 | ) | |||||
Net increase (decrease) in cash and cash equivalents | 59,311 | (19,244 | ) | |||||
Cash and cash equivalents, beginning of period | 150,662 | 169,906 | ||||||
Cash and cash equivalents, end of period | $ | 209,973 | $ | 150,662 | ||||
Supplemental Information About Non-GAAP Financial Measures
This press release contains non-GAAP financial measures. Tables 2 and 3 include a reconciliation of each non-GAAP financial measure presented in this press release to the most directly comparable GAAP financial measure. Non-GAAP financial measures should not be considered in isolation or as a substitute for comparable GAAP financial measures. The non-GAAP financial measures we present have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures. These non-GAAP financial measures do not represent discretionary cash available to us to invest in the growth of our business, and we may in the future incur expenses similar to or in addition to the adjustments made in these non-GAAP financial measures.
We believe that the non-GAAP financial measures we present provide meaningful supplemental information regarding our operating results primarily because they exclude certain non-cash charges or items that we do not believe are reflective of our ongoing operating results when budgeting, planning and forecasting, determining compensation, and when assessing the performance of our business with our individual operating segments or our senior management. We believe that these non-GAAP financial measures also facilitate the comparison by management and investors of results between periods and among our peer companies. However, those companies may calculate similar non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.
Adjustments to Non-GAAP Financial Measures
Revenue adjustments related to acquisitions. We exclude from our non-GAAP revenue the impact of fair value adjustments required under GAAP relating to acquired customer support contracts which would have otherwise been recognized on a standalone basis. We exclude these adjustments from our non-GAAP financial measures because these are not reflective of our ongoing operations.
Amortization of acquired intangible assets, including acquired technology and backlog. When we acquire an entity, we are required under GAAP to record the fair values of the intangible assets of the acquired entity and amortize those assets over their useful lives. We exclude the amortization of acquired intangible assets, including acquired technology and backlog, from our non-GAAP financial measures. These expenses are excluded from our non-GAAP financial measures because they are non-cash charges. In addition, these amounts are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions. Thus, we also exclude these amounts to provide better comparability of pre- and post-acquisition operating results.
Stock-based compensation expenses. We exclude stock-based compensation expenses related to stock options, restricted stock awards and units, stock bonus plans and phantom stock from our non-GAAP financial measures. These expenses are excluded from our non-GAAP financial measures because they are primarily non-cash charges. In prior periods, we also incurred (and excluded from our non-GAAP financial measures) significant cash-settled stock compensation expense due to our previous extended filing delay and restrictions on our ability to issue new shares of common stock to our employees.
M&A and other adjustments. We exclude from our non-GAAP financial measures legal, other professional fees and certain other expenses associated with acquisitions, whether or not consummated, and certain extraordinary transactions, including reorganizations, restructurings and expenses associated with the CTI Merger. Also excluded are changes in the fair value of contingent consideration liabilities associated with business combinations, and expenses related to our restatement of previously filed financial statements and our previous extended filing delay. These expenses are excluded from our non-GAAP financial measures because we believe that they are not reflective of our ongoing operations.
Unrealized (gains) losses on derivatives, net. We exclude from our non-GAAP financial measures unrealized gains and losses on foreign currency derivatives. These gains and losses are excluded from our non-GAAP financial measures because they are non-cash transactions which are highly variable from period to period and which we believe are not reflective of our ongoing operations.
Loss on extinguishment of debt. We exclude from our non-GAAP financial measures loss on extinguishment of debt attributable to refinancing of our debt because we believe it is not reflective of our ongoing operations.
Non-cash tax adjustments. We exclude from our non-GAAP financial measures non-cash tax adjustments, which represent the difference between the amount of taxes we actually paid and our GAAP tax provision on an annual basis. On a quarterly basis, this adjustment reflects our expected annual effective tax rate on a cash basis.