================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT March 10, 2004 (Date of Earliest Event Reported) VERINT SYSTEMS INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Commission File No. 0-15502 Delaware 11-3200514 - ----------------------- ----------------- (State of Incorporation) (I.R.S. Employer Identification No.) 330 South Service Road, Melville, New York 11747 - ------------------------------------------- -------- (Address of principal Zip Code executive offices) Registrant's telephone number, including area code: (631) 962-9600 ================================================================================Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Verint Systems Inc., dated March 10, 2004. Item 12. Results of Operations and Financial Condition. On March 10, 2004, Verint Systems Inc. issued an earnings release announcing its financial results for Fiscal Year 2003 and the quarter ended January 31, 2004. A copy of the earnings release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Current Report on Form 8-K, including the exhibits attached hereto, is furnished pursuant to Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VERINT SYSTEMS INC. By: /s/Igal Nissim --------------------------------- Name: Igal Nissim Title: Chief Financial Officer Dated: March 10, 2004 3
EXHIBIT INDEX Exhibit No. Description - ------------ ------------------------------------------- 99.1 Text of Press Release dated March 10, 2004 4
Exhibit 99.1 Press Release Contact Alan Roden VP, Corporate Development and Investor Relations (631) 962-9304 alan.roden@verint.com Verint Systems Reports Record Fiscal 2003 Fourth Quarter Results Sales Grow to $52.4 Million; Increases 24% y-o-y and 7.0% Sequentially Earnings Per Diluted Share of $0.18 Melville, N.Y, March 10, 2004 - Verint Systems Inc. (NASDAQ: VRNT), announced record net income of $5,782,000 for the fourth quarter of fiscal 2003, ended January 31, 2004 ($0.18 per diluted share), compared with a net income of $3,459,000 ($0.14 per diluted share) for the fourth quarter of Fiscal 2002, and net income of $4,667,000 ($0.15 per diluted share) for the third quarter of Fiscal 2003. The Company posted record sales of $52,425,000 for the fourth quarter of fiscal 2003, compared with $42,317,000 for the fourth quarter of Fiscal 2002, an increase of approximately 24% year-over-year. Verint's sales increased approximately 7.0% sequentially, compared with $49,012,000 for the third quarter of Fiscal 2003. For Fiscal 2003, ended January 31, 2004, net income was a record $17,938,000 ($0.61 per diluted share) compared with a net income of $10,147,000 ($0.43 per diluted share) for Fiscal 2002. The Company posted record sales of $192,744,000 for Fiscal 2003, compared to $157,775,000 for Fiscal 2002. Dan Bodner, President and CEO of Verint, stated, "Our record fourth quarter sales were due to continued demand of our actionable intelligence solutions in the security market, as well as growing demand in the business intelligence market. Income from operations, which was also a record, grew 69% year-over-year and 14% sequentially." The Company ended the quarter with cash, cash equivalents and short-term investments of $228,713,000, working capital of $204,564,000, total assets of $328,706,000, and stockholders' equity of $244,668,000, all of which represent record levels. Conference Call Information The Company will be conducting a conference call to review its fiscal 2003 fourth quarter results today at 4:30 PM EDT. An on-line, real-time Web cast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 703-871-3640. Please dial in 5-10 minutes prior to the scheduled start time. A replay of the conference call will be available on our website at www.verint.com and by telephone at 703-925-2533, passcode 407649. -more-Verint Systems Reports Record Fiscal 2003 Fourth Quarter Results March 10, 2004 Page 2 Financial highlights at and for the three and twelve month periods ended January 31, 2003 and 2004 are as follows: Financial Highlights (In thousands, except per share data, unaudited) Operations Data: - --------------------------------------------------------------------------------------------- Twelve Months Three Months Ended Jan. 31, Ended Jan. 31, (Unaudited) -------------------------------------------------- 2003 2004 2003 2004 -------------------------------------------------- Sales $157,775 $192,744 $42,317 $52,425 Cost of sales 78,053 89,302 20,352 24,064 -------------------------------------------------- Gross profit 79,722 103,442 21,965 28,361 Operating Expenses Research and development, net 17,357 23,233 4,763 6,254 Selling, general and administrative 52,314 63,020 14,175 17,006 -------------------------------------------------- Income from operations 10,051 17,189 3,027 5,101 Interest and other income, net 2,266 2,670 956 857 -------------------------------------------------- Income before income tax provision 12,317 19,859 3,983 5,958 Income tax provision 2,170 1,921 524 176 -------------------------------------------------- Net income $10,147 17,938 $3,459 $5,782 ================================================== Earnings per share: Basic $0.46 $0.65 $0.15 $0.19 ================================================== Diluted $0.43 $0.61 $0.14 $0.18 ================================================== Weighted average shares: Basic 22,165 27,690 23,528 29,977 Diluted 23,542 29,437 25,190 31,719 -more-
Verint Systems Reports Record Fiscal 2003 Fourth Quarter Results March 10, 2004 Page 3 (In thousands) Balance Sheet Data: - ------------------------------------------------------------------------------------------- January 31, January 31, ASSETS 2003 2004 - ------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents $133,933 $200,716 Short term investments - 27,997 Accounts receivable, net 27,279 33,654 Inventories 8,866 15,833 Prepaid expenses and other current assets 4,079 6,007 ----------------------------------- TOTAL CURRENT ASSETS 174,157 284,207 PROPERTY AND EQUIPMENT, net 12,965 14,129 OTHER ASSETS 19,928 30,370 ----------------------------------- TOTAL ASSETS $207,050 $328,706 =================================== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Accounts payable and accrued expenses $43,622 $50,301 Convertible note - 2,200 Current maturities of long-term bank loans 42,199 441 Advance payments from customers 19,013 26,701 ----------------------------------- TOTAL CURRENT LIABILITIES 104,834 79,643 LONG-TERM BANK LOANS 1,678 1,889 CONVERTIBLE NOTE 2,200 - OTHER LIABILITIES 2,172 2,506 ----------------------------------- TOTAL LIABILITIES 110,884 84,038 STOCKHOLDERS' EQUITY 96,166 244,668 ----------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $207,050 $328,706 =================================== -more-
About Verint Systems Inc. Verint Systems Inc., headquartered in Melville, New York, is a leading provider of analytic software-based solutions for communications interception, digital video security and surveillance, and enterprise business intelligence. Verint software, which is used by over 1,000 organizations in over 50 countries worldwide, generates actionable intelligence through the collection, retention and analysis of voice, fax, video, email, Internet and data transmissions from multiple communications networks. Verint is a subsidiary of Comverse Technology, Inc. (NASDAQ: CMVT). Visit us at our website www.verint.com. Note: Certain statements concerning Verint's future revenues, earnings per share, results or prospects are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially include: changes in the demand for Verint's products; further decline in information technology spending; risks associated with acquiring and integrating the assets and business acquired from ECtel including products and technologies, as well as retaining key employees and customers, which could result in a substantial diversion of management resources, the incurrence of contingent liabilities, amortization of certain identifiable intangible assets, research and development write-offs and other acquisition-related expenses; the uncertainty of customer acceptance of Verint's products; Verint's lengthy and variable sales cycle makes it difficult to predict operating results; dependence on contracts with governments for a significant portion of Verint's revenues; markets for Verint's products failing to develop; risks that Verint's intellectual property rights may not be adequate to protect its business; risks associated with rapidly changing technology and the ability of Verint to introduce new products on a timely and cost-effective basis; inability to maintain relationships with value added resellers and systems integrators; risks associated with Verint's ability to retain existing personnel and recruit and retain qualified personnel; risks associated with changes in the competitive or regulatory environment in which Verint operates; risks associated with significant foreign operations, including fluctuations in foreign currency exchange rates; risks associated with Comverse Technology, Inc. controlling Verint's business and affairs; and other risks described in filings with the Securities and Exchange Commission. These risks and uncertainties, as well as others, are discussed in greater detail in the filings of Verint with the Securities and Exchange Commission. All documents are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Verint's website at www.verint.com. Verint makes no commitment to revise or update any forward-looking statements. ### Verint, the Verint word mark, STAR-GATE, RELIANT, LORONIX and ULTRA are trademarks of Verint Systems Inc. Other names may be trademarks of their respective owners.