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 September 8, 2004
(Date of Earliest Event Reported)
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VERINT SYSTEMS INC. |
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(Exact name of registrant as specified in its charter) |
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Commission File No. 0-15502
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Delaware |
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11-3200514 |
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(State of Incorporation) |
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(I.R.S. Employer |
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330 South Service Road, Melville, New York |
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11747 |
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(Address of principal |
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Zip Code |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On September 8, 2004, Verint Systems Inc. issued an earnings release announcing its financial results for the quarter ended July 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 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.
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Exhibit No. |
Description |
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99.1 |
Press Release of Verint Systems Inc., dated September 8, 2004. |
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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.
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VERINT SYSTEMS INC. |
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By: |
/s/Igal Nissim |
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Name: Igal Nissim |
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Title: Chief Financial Officer |
Dated: September 8, 2004
3
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Text of Press Release dated September 8, 2004 |
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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 2004 Second Quarter Sales
Sales
Grow to $60.2 Million; Increases 28% y-o-y and 6% Sequentially
GAAP Earnings Per Diluted Share of $0.17
Pro Forma Earnings Per Diluted Share of
$0.20
MELVILLE, N.Y., September 8, 2004 – Verint Systems Inc. (NASDAQ: VRNT), announced record sales of $60,167,000 for the second quarter of fiscal 2004, ended July 31, 2004, a 28% increase compared with $46,892,000 for the second quarter of fiscal 2003. Verint’s sales increased approximately 6% sequentially, compared with $56,638,000 for the first quarter of fiscal 2004.
Net income on a generally accepted accounting principles (“GAAP”) basis was $5,671,000 for the second quarter of fiscal 2004, ($0.17 per diluted share), compared with net income of $1,514,000 ($0.05 per diluted share) for the first quarter of fiscal 2004, and net income of $3,977,000 ($0.14 per diluted share) for the second quarter of fiscal 2003. Net income on a pro forma basis was $6,438,000 for the second quarter of fiscal 2004, ($0.20 per diluted share), compared with a pro forma net income of $5,919,000 ($0.18 per diluted share) for the first quarter of fiscal 2004, and pro forma net income of $4,339,000 ($0.15 per diluted share) for the second quarter of fiscal 2003. A reconciliation between results on a GAAP basis and results on a pro forma basis is provided in a table immediately following the Pro Forma Consolidated Statement of Operations.
Dan Bodner, President and CEO of Verint, stated, “Our record second quarter sales were due to demand for our actionable intelligence solutions in the security and business intelligence markets. Pro forma income from operations of $6.2 million, which was also a record, grew 38% year-over-year.”
The Company ended the quarter with cash, cash equivalents and short-term investments of $220,631,000, working capital of $186,111,000, total assets of $361,774,000, and stockholders’ equity of $260,664,000.
Conference Call Information
The Company will be conducting a conference call to review its fiscal 2004 second quarter results today at 4:30 PM EDT. An on-line, real-time Web cast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 703-639-1175. Please dial in 5-10 minutes prior to the scheduled start time.
A replay of the conference call will be available on our website at www.verint.com until October 31, 2004 and by telephone at 703-925-2533, passcode 742200, for 7 days.
Verint
Systems Reports Record Fiscal 2004 Second Quarter Sales
September 8, 2004
Page 2
Financial highlights at and for the six and three month periods ended July 31, 2004 and prior year comparisons are as follows:
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Consolidated
Statement of Operations (GAAP Basis) |
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Six
Months |
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Three
Months |
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2003 |
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2004 |
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2003 |
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2004 |
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Sales
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$ |
91,307 |
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$ |
116,805 |
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$ |
46,892 |
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$ |
60,167 |
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Cost
of sales
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42,678 |
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52,863 |
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21,766 |
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27,106 |
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Gross
Profit
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48,629 |
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63,942 |
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25,126 |
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33,061 |
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Operating
Expenses
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Research
and development, net
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11,027 |
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14,680 |
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5,692 |
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7,889 |
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Selling,
general and administrative
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29,970 |
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38,414 |
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15,301 |
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19,820 |
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In-process
research and development
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— |
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3,154 |
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— |
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— |
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Write-down
of capitalized software
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— |
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1,481 |
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— |
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— |
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Income
from operations
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7,632 |
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6,213 |
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4,133 |
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5,352 |
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Interest
and other income, net
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935 |
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1,447 |
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420 |
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865 |
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Income
before income tax provision
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8,567 |
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7,660 |
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4,553 |
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6,217 |
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Income
tax provision
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1,078 |
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475 |
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576 |
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546 |
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Net
income
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$ |
7,489 |
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$ |
7,185 |
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$ |
3,977 |
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$ |
5,671 |
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Earnings
per share:
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Basic
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$ |
0.29 |
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$ |
0.24 |
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$ |
0.15 |
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$ |
0.18 |
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Diluted
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$ |
0.28 |
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$ |
0.22 |
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$ |
0.14 |
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$ |
0.17 |
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Weighted
average shares:
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Basic
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25,408 |
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30,567 |
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27,067 |
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30,732 |
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Diluted
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27,157 |
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32,331 |
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29,007 |
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32,457 |
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Verint
Systems Reports Record Fiscal 2004 Second Quarter Sales
September 8, 2004
Page 3
Verint Systems provides pro forma net income and pro forma earnings per share data as additional information for 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 results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budget purposes:
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Consolidated Statement of Operations (Pro
Forma Basis) |
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Six Months |
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Three Months |
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2003 |
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2004 |
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2003 |
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2004 |
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Sales |
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$ |
91,307 |
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$ |
116,805 |
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$ |
46,892 |
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$ |
60,167 |
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Cost of
sales |
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42,575 |
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52,222 |
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21,700 |
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26,620 |
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Gross Profit |
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48,732 |
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64,583 |
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25,192 |
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33,547 |
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Operating
Expenses |
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Research and
development, net |
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11,027 |
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14,680 |
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5,692 |
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7,889 |
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Selling,
general and administrative |
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29,642 |
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37,806 |
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15,005 |
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19,474 |
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Income from
operations |
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8,063 |
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12,097 |
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4,495 |
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|
6,184 |
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Interest and
other income, net |
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|
935 |
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1,447 |
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|
420 |
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|
865 |
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Income
before income tax provision |
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8,998 |
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13,544 |
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4,915 |
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7,049 |
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Income tax
provision |
|
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1,078 |
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|
1,187 |
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|
576 |
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|
611 |
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Net income |
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$ |
7,920 |
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$ |
12,357 |
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$ |
4,339 |
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$ |
6,438 |
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Earnings per
share: |
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Basic |
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$ |
0.31 |
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$ |
0.40 |
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$ |
0.16 |
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$ |
0.21 |
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Diluted |
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$ |
0.29 |
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$ |
0.38 |
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$ |
0.15 |
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$ |
0.20 |
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Weighted
average shares: |
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Basic |
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25,408 |
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30,567 |
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|
27,067 |
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|
30,732 |
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Diluted |
|
|
27,157 |
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|
32,331 |
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|
29,007 |
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|
32,457 |
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Reconciliation of GAAP net income to pro forma net income |
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GAAP net income |
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$ |
7,489 |
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$ |
7,185 |
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$ |
3,977 |
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$ |
5,671 |
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Amortization of purchased
intangibles assets: |
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|
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Included in gross profit |
|
|
103 |
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|
641 |
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|
66 |
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|
486 |
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Included in operating
expenses |
|
|
328 |
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|
400 |
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|
296 |
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|
241 |
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Amortization of stock based
compensation |
|
|
— |
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|
208 |
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— |
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|
105 |
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Acquisation-related
charges: |
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In-process research and
development |
|
|
— |
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3,154 |
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— |
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— |
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Write-down of capitalized
software |
|
|
— |
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|
1,481 |
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|
— |
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|
— |
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Income tax effect |
|
|
— |
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|
(712 |
) |
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— |
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|
(65 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income |
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$ |
7,920 |
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$ |
12,357 |
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$ |
4,339 |
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$ |
6,438 |
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|
|
|
|
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|
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Verint
Systems Reports Record Fiscal 2004 Second Quarter Sales
September 8, 2004
Page 4
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Balance Sheet Highlights |
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January 31, |
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July 31, |
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ASSETS |
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CURRENT ASSETS:
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Cash and cash equivalents |
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$ |
200,716 |
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|
|
$ |
181,403 |
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Short-term investments |
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|
|
27,997 |
|
|
|
|
39,228 |
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Accounts receivable, net |
|
|
|
33,654 |
|
|
|
|
41,459 |
|
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|
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Inventories |
|
|
|
15,833 |
|
|
|
|
13,953 |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
6,007 |
|
|
|
|
6,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
|
|
284,207 |
|
|
|
|
282,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT, net |
|
|
|
14,129 |
|
|
|
|
16,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
INTANGIBLE ASSETS |
|
|
|
2,051 |
|
|
|
|
10,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GOODWILL |
|
|
|
14,364 |
|
|
|
|
39,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
13,955 |
|
|
|
|
13,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
$ |
328,706 |
|
|
|
$ |
361,774 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
LIABILITIES
AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
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|
|
|
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|
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|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
$ |
50,301 |
|
|
|
$ |
61,422 |
|
|
|
|
Convertible note |
|
|
|
2,200 |
|
|
|
|
— |
|
|
|
|
Current maturities of long-term bank loans |
|
|
|
441 |
|
|
|
|
319 |
|
|
|
|
Advance payments from customers |
|
|
|
26,701 |
|
|
|
|
34,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
|
79,643 |
|
|
|
|
96,130 |
|
|
|
|
LONG-TERM LIABILITIES |
|
|
|
4,395 |
|
|
|
|
4,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
84,038 |
|
|
|
|
101,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY |
|
|
|
244,668 |
|
|
|
|
260,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
$ |
328,706 |
|
|
|
$ |
361,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Verint
Systems Reports Record Fiscal 2004 Second Quarter Sales
September 8, 2004
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, 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.verintsystems.com.
Note: Certain statements concerning Verint’s future revenues, earnings per share, results or prospects are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important risks, uncertainties and other important factors that could cause actual results to differ materially include, among others: changes in the demand for Verint’s products; further decline in information technology spending; risks associated with acquiring and integrating the assets and business acquired from ECtel and RP Security, 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; aggressive competition may force Verint to reduce prices; 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; inability to expand gross margin by reducing hardware in its product offerings; 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. All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Verint’s website at www.verint.com. Verint makes no commitment to revise or update any forward-looking statements.
# # #
Verint, the Verint word mark, Actionable Intelligence, Powering Actionable Intelligence, STAR-GATE, RELIANT, LORONIX, SmartSight, Lanex and ULTRA are trademarks of Verint Systems Inc. Other names may be trademarks of their respective owners.