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